Till Capital Ltd.: Exhibit 4.7 - Filed by newsfilecorp.com





 

MASTER SERVICES AGREEMENT 

 TABLE OF
CONTENTS 


	RECITALS
      	1
      
	ARTICLE
      1 - INTERPRETATION 	2
      
	ARTICLE
      2 – SERVICES PROVIDED 	2
      
	ARTICLE
      3 – TERM 	3
      
	ARTICLE
      4 – TERMINATION 	3
      
	ARTICLE
      5 – RECORDS AND RECORDKEEPING 	4
      
	ARTICLE
      6 – AUDITS AND INSPECTIONS 	5
      
	ARTICLE
      7 – PREMIUM MONIES ACCOUNT 	6
      
	ARTICLE
      8 – REINSURANCE PRODUCTION SOURCES 	7
      
	ARTICLE
      9 – MSRE UNDERWRITING GUIDELINES 	8
      
	ARTICLE
      10 – CLAIMS SETTLEMENT AUTHORITY AND GUIDELINES 	8
      
	ARTICLE
      11 – USE OF AGENTS 	9
      
	ARTICLE
      12 – LICENSES 	9
      
	ARTICLE
      13 – DATA PROTECTION 	10
      
	ARTICLE
      14 – BUSINESS CONTINUITY AND DISASTER RECOVERY 	10
      
	ARTICLE
      15 – MSRE INDEMNITY INSURANCE 	11
      
	ARTICLE
      16 – CONFIDENTIALITY 	11
      
	ARTICLE 17 – BOARD MEETING OBSERVATION AND PARTICIPATION
    RIGHTS	12
      
	ARTICLE
      18 – CONFLICTS OF INTEREST 	12
      
	ARTICLE
      19 – COMPLIANCE WITH LAWS AND REGULATIONS 	13
      
	ARTICLE 20 – ARBITRATION 	13
      
	ARTICLE
      21 – GOVERNING LAW 	14
      
	ARTICLE
      22 – CURRENCY 	15
      
	ARTICLE
      23 – TAXES 	15
      
	ARTICLE
      24 – REPRESENTATIONS, WARRANTIES, AND COVENANTS 	15
      
	ARTICLE
      25 – AMENDMENTS 	16
      
	ARTICLE
      26 – THIRD-PARTY RIGHTS 	16
      
	ARTICLE
      27 – NOTICES 	16
      
	ARTICLE
      28 – ASSIGNMENT 	17
      
	ARTICLE
      29 – COUNTERPARTS 	17
      
	ARTICLE 30 – NO PARTNERSHIP 	18
      
	ARTICLE
      31 – FAVORABLE TERMS 	18
      
	ARTICLE
      32 – WAIVER 	18
      
	ARTICLE
      33 – HEADINGS 	18
      
	ARTICLE
      34 – ENFORCEABILITY 	18
      
	ARTICLE
      35 – ENTIRE AGREEMENT 	18
      
	APPENDIX
      1 – QUOTA SHARE RETROCESSION AGREEMENT	A-1
	APPENDIX
      2 – MSRE UNDERWRITING GUIDELINES 	B-1
	SCHEDULE
      I – MSRE CEDENT REINSURANCE AGREEMENTS NON-RECOURSE ADDENDUM 	I-1
	SCHEDULE
      II – REPORTS AND ACCOUNTS 	II-1
	SCHEDULE
      III –FEES AND PERFORMANCE INCENTIVES 	III-1



© MULTI-STRAT RE 2014 





 

MASTER SERVICES AGREEMENT 

(the “Agreement”) 

Between 

MULTI-STRAT RE LTD., a special purpose insurer incorporated
in Bermuda 
(the “Service Provider,” hereinafter referred to as
“MSRE”) 

And 

RESOURCE RE, LTD., a Class 3A insurer incorporated in Bermuda

(the “Retrocessionaire,” hereinafter referred to as “PRe) 

(MSRE and PRe are individually referred to herein as
a
“Party” and collectively as the “Parties”) 

RECITALS 

	A. 	
      The Parties intend to enter into this Agreement to be
      executed as a deed pursuant to which MSRE will provide certain services,
      in Bermuda, to PRe related to the administration of the business reinsured
      by PRe under a quota share retrocession agreement between PRe and MSRE
      dated as of the date hereof (the “Quota Share Retrocession Agreement”), a
      copy of which is included herein as Appendix 1.

	 	 
	B. 	
      In accordance with the terms and conditions set forth in
      this Agreement, including the Appendices and Schedules hereto
      (collectively referred to hereinafter as the “Agreement”), MSRE, as the
      Service Provider, agrees to provide to PRe, and PRe, as the
      Retrocessionaire, agrees to accept, the services as described in this
      Agreement.



In consideration of the mutual covenants contained and on the
terms and conditions set forth in this Agreement, the Parties agree as follows:


1





ARTICLE 1 - INTERPRETATION 

	A. 	
      Appendix 1, “Quota Share Retrocession Agreement,” hereto
      and Appendix 2, “MSRE Underwriting Guidelines,” are integral parts of this
      Agreement.

	 	 	 
	B. 	
      The definitions contained in the Quota Share Retrocession
      Agreement will, except where the context otherwise requires or where
      otherwise defined herein, have the same meanings in, apply in the same way
      to, and take effect in this Agreement and in the Recitals hereto as if the
      same were set out in this Agreement.

	 	 	 
	C. 	
      The following Schedules included herein are supplements
      to this Agreement and are intended to provide additional supporting
      information:

	 	 	 
		(i) 	
      Schedule I – MSRE Cedent Reinsurance Agreements
      Non-Recourse Addendum

	 	 	 
		(ii) 	
      Schedule II – Reports and Accounts

	 	 	 
		(iii) 	
      Schedule III – Fees and Performance
  Incentives



ARTICLE 2 – SERVICES PROVIDED 

	A. 	
      In respect to and for the duration of the Business
      Covered, PRe authorizes MSRE, and MSRE agrees that it, will provide the
      following services (the “Services”):

	 	 	 
		(i) 	
      underwrite the Business Covered, which Business Covered
      will include an agreement that contains the Non-Recourse Contract Addendum
      as set out in Schedule I hereto;

	 	 	 
		(ii) 	
      collect and process the premiums related to the Business
      Covered;

	 	 	 
		(iii) 	
      pay brokerage, commissions, excise and/or other
      jurisdictional Tax, and other Acquisition Costs related to the Business
      Covered;

	 	 	 
		(iv) 	
      establish Loss, ALAE, and ULAE reserves, and settle
      Losses for the Business Covered, including Loss-related expenses, namely,
      ALAE and ULAE;

	 	 	 
		(v) 	
      collect and remit any required Tax due from PRe,
      including excise taxes, premium taxes, and/or other applicable
      insurance-related Tax;

	 	 	 
		(vi) 	
      determine and direct the periodic amounts that are to be
      funded by PRe, hereinafter referred to as the Loss Fund;

	 	 	 
		(vii) 	
      prepare periodic analyses and reconciliations of the
      Premium Monies Account;



 2 






	 	(viii) 	
      authorize the funding for Loss and Loss-related expense
      payments for the Business Covered from PRe’s Loss Fund;

	 	 	 
	 	(ix) 	
      represent PRe in negotiations with respect to
      Loss-related matters, including disputes;

	 	 	 
	 	(x) 	
      when applicable, and as agreed to in advance in writing
      by the Parties, negotiate and place any PRe-specific purpose reinsurance
      on behalf of PRe and with PRe’s agreement (e.g., a stop-loss reinsurance
      arrangement, commutation, etc.);

	 	 	 
	 	(xi) 	
      liaise with the BMA and/or other regulatory authorities
      on behalf of PRe; and

	 	 	 
	 	(xii) 	
      perform other customary administrative activities in
      support of PRe with respect to the Business
Covered.




	B. 	
      Nothing in this Agreement is to be construed as (i)
      granting authority to MSRE beyond that specifically defined in this
      Agreement, (ii) permitting MSRE to act, or to hold itself out as having
      authority to act, on behalf of PRe where such authority does not exist or
      no longer exists under this Agreement, or (iii) altering or detracting
      from the several liability of PRe.

	 	 
	C. 	
      In consideration for the Services, MSRE is to receive the
      MSRE Retrocession Commission and the Underwriting Performance Incentive as
      set out in the Quota Share Retrocession Agreement and the Revenue Sharing
      Fee arrangement pursuant to a Revenue Sharing Agreement between MSRE and
      the applicable PRe asset managers, which fees are set out in Schedule III,
      hereto.



ARTICLE 3 – TERM 

This Agreement will be continuous and will take effect at 12:01
A.M., Atlantic Time, July 1, 2014, and will remain in effect continuously until
terminated in accordance with the provisions of this Agreement. 

ARTICLE 4 – TERMINATION 

	A. 	
      In the event that the Quota Share Retrocession Agreement
      is terminated in accordance with the terms and conditions thereof, either
      Party may terminate this Agreement by giving thirty (30) days advance
      written notice to the other Party.

	 	 
	B. 	
  In the event that Robert Forness is no longer employed as Chief Executive Officer of MSRE and a replacement, with suitable insurance and insurance operational experience as determined by the MSRE board of directors acting reasonably upon consultation with PRe, is not employed full-time within [***Confidential Treatment Requested***] from the start of any such non-employment, PRe may terminate this Agreement by giving thirty (30) days advance written notice to MSRE.



 3 






	C. 	
      In the event of a termination of this Agreement, the
      Services are to continue without interruption until all of the risks and
      exposures of the Business Covered prior to such termination have expired
      or have been settled in accordance with the Quota Share Retrocession
      Agreement, subject to MSRE receiving the applicable fees for the Services
      in accordance with this Agreement and the Quota Share Retrocession
      Agreement, including, for clarity, the Revenue Sharing Fees payable to
      MSRE by the applicable asset manager of PRe in accordance with the terms
      of the relevant Revenue Sharing Agreement between MSRE, PRe, and such
      asset manager.



ARTICLE 5 – RECORDS AND RECORDKEEPING 

	A. 	
      MSRE and/or its Agents will either establish and
      maintain, or work with the relevant third- party service providers, to
      establish and maintain complete and accurate records that relate to all of
      the MSRE Assumptions, and separate records with respect to the Business
      Covered, including:

	 	 	 
		(i) 	
      records of the “Production Pipeline” that document the
      potential MSRE Assumptions for the Business Covered to be ceded to
    PRe;

	 	 	 
		(ii) 	
      documents that support MSRE’s underwriting of all of the
      insurance/reinsurance contracts that relate to the Original Policies
      assumed by MSRE and retroceded to PRe will include, at a minimum, copies
      of all (a) coverage submissions, (b) underwriting memoranda, (c) pricing
      models and related memoranda, and (d) final insurance/reinsurance
      contracts;

	 	 	 
		(iii) 	
      broker contracts, statements, and commission records that
      relate to the MSRE Assumptions;

	 	 	 
		(iv) 	
      documents that support the Losses and Loss-related
      expenses, including claim file documentation that supports all (a) Loss
      notifications, (b) Loss adjudication files, (c) Loss and Loss-related
      expense records, (d) Loss dispute files, and (e) Loss resolution
      records;

	 	 	 
		(v) 	
      documents that support Cedent Profit Commissions, if
      any;

	 	 	 
		(vi) 	
      records of deposits into, and drawdowns from, PRe’s Loss
      Fund;

	 	 	 
		(vii) 	
      records that relate to the Premium Monies Account,
      including premium receipts, premium-related deductions (e.g., commissions,
      fees, etc.), and Losses and Loss- related expense
  payments;



 4 






	 	(viii) 	
      records that support MSRE-related fees, including
      performance-based and incentive-related fees;

	 	 	 
	 	(ix) 	
      records that set forth the payees, amounts, and
      descriptions of the Acquisition Costs incurred by MSRE;

	 	 	 
	 	(x) 	
      records as required by Tax and/or other applicable
      regulatory authorities; and

	 	 	 
	 	(xi) 	
      records related to required communications with the BMA
      and/or any other applicable regulatory
authorities.




	B. 	
      MSRE and/or its Agents will provide, or direct that
      MSRE’s relevant third-party service providers provide, PRe and/or PRe’s
      designated representative with financial, regulatory, and statistical
      reports as detailed and in the manner set out in Schedule II
  hereto.

	 	 
	C. 	
      MSRE and/or its Agents will retain, or direct that MSRE’s
      relevant third-party service providers retain, all accounts and records,
      as set forth in this Article and as set out in Schedule II for a minimum
      of seven (7) years or as otherwise required by regulatory and/or legal
      requirements.

	 	 
	D. 	
      PRe will have access to, and the right to copy, all of
      the records referred to in Article 5 above and all other accounts and
      records that relate to the Business Covered in a form usable by PRe,
      provided that such access to such accounts and records will be maintained
      and made available only in Bermuda in an electronic format to PRe and/or
      to PRe’s designated representatives.



ARTICLE 6 – AUDITS AND INSPECTIONS 

	A. 	
      MSRE and/or its Agents will make available all relevant
      accounts, records, calculations, statistical information, systems, and
      process information related to this Agreement for inspection, in Bermuda
      in electronic format, without any restriction or limitation, by PRe, its
      auditors, actuaries, underwriters, claims adjusters, other PRe appointed
      representatives, or other retrocessional reinsurers at any time during
      normal business hours in Bermuda.

	 	 
	B. 	
      MSRE will undertake to deal openly and cooperatively with
      any applicable regulatory or supervisory body in relation to the operation
      of this Agreement. MSRE and/or its Agents will permit any regulatory body
      with jurisdiction over MSRE and/or PRe to access its business premises
      where MSRE and/or its Agents carry on business that is the subject of this
      Agreement.



 5 






	C. 	
      Unless prohibited by law, MSRE will inform PRe within
      seven (7) business days of any regulatory agency notice of audit,
      examination, or inspection that relates to MSRE’s and/or PRe’s records
      that are the subject of this Agreement.



ARTICLE 7 – PREMIUM MONIES ACCOUNT

	A. 	
      All funds received by MSRE related to the MSRE
      Assumptions will be held by MSRE and/or its Agents in a fiduciary
      capacity.

	 	 
	B. 	
      All premium receipts received related to the MSRE
      Assumptions will be deposited into a Premium Monies Account in MSRE’s
      name, with those funds being held on behalf of the Retrocessionaires,
      including PRe.

	 	 
	C. 	
      The Premium Monies Account will be held, in MSRE’s name,
      at HSBC Bermuda, or such other financial institution as is acceptable to
      the Retrocessionaires, including PRe, and any required approval will not
      be unreasonably withheld.

	 	 
	D. 	
      Funds deposited/held in the Premium Monies Account, net
      of (i) deductions (e.g., Brokerage Commissions, Ceding Commissions, and
      the MSRE Retrocession Commission), (ii) amounts transferred to the Loss
      Fund, (iii) Cedent Profit Commissions, plus (iv) interest earned on the
      Premium Monies Account, and (v) salvage and subrogation recoveries, are to
      be transferred to PRe’s Asset Management Account in proportion to PRe’s
      participation in the MSRE Assumptions for the Business Covered.

	 	 
	E. 	
      MSRE will not use the funds held in the Premium Monies
      Account for any purpose other than for the purpose of settling accounts
      related to the MSRE Assumptions for the Business Covered, including, as
      applicable, making payments for any (i) Brokerage Commissions or related
      fees, (ii) Ceding Commissions, (iii) the MSRE Retrocession Commissions,
      (iv) premium refunds, (v) Loss and Loss-related expense payments, (vi) any
      other PRe reinsurance premiums, (vii) Cedent Profit Commission, and (viii)
      MSRE’s Underwriting Performance Incentive, as set forth in this Agreement
      and in the Quota Share Retrocession Agreement.

	 	 
	F. 	
      Unless otherwise agreed to, in writing, by the Parties,
      the Premium Monies Account will retain no more than [***Confidential
      Treatment Requested***] of
      estimated Loss and Loss-related expense payments for PRe’s portion of the
      Business Covered in the Premium Monies Account.

	 	 
	G. 	
      PRe is obligated to ensure that there is adequate funding
      for its obligations pursuant to contractual, legal, and regulatory
      requirements.

	 	 
	H. 	
      With respect to the Premium Monies Account, and for
      avoidance of doubt, and without prejudice to Paragraph A of this Article,
      MSRE will not invest funds held in the Premium Monies Account, in any way, without the prior written
  approval and consent of the Retrocessionaires, including PRe.



 6 






	I. 	
      Funds held in the Premium Monies Account will not be
      commingled with any other MSRE general or operating account.

	 	 
	J. 	
      The Premium Monies Account will be (i) identified in
      MSRE’s books and records as being held by MSRE on behalf of the
      Retrocessionaires, including PRe, (ii) reconciled on a regular basis, not
      less than monthly, and (iii) records with respect thereto are to be
      retained, and made available, for inspection by PRe and/or its authorized
      representatives.

	 	 
	K. 	
      Within thirty (30) days following the end of every month,
      MSRE will provide a monthly reconciliation of PRe’s portion of the Premium
      Monies Account to PRe. Read-only electronic access will be available for
      designated PRe representatives.

	 	 
	L. 	
      PRe and/or its authorized representatives will have the
      right at any reasonable time, in Bermuda, without restriction or
      limitation to (i) inspect and audit the Premium Monies Account-related
      records, (ii) make copies or extracts of any such records in Bermuda, and
      (iii) make copies or extracts of any such records with respect to PRe’s
      proportion of the amounts and/or balances related to the Premium Monies
      Account.

	 	 
	M. 	
      MSRE will take all reasonable steps as may be requested
      by PRe to put the bank(s) holding the Premium Monies Account on notice as
      to the nature of that account and that the subject bank(s) is not entitled
      to any charge, encumbrance or lien, or right of set-off, combination,
      compensation, or retention against the funds held in the Premium Monies
      Account.

	 	 
	N. 	
      Unless otherwise directed by PRe, or where required by
      any statute, law, or regulation, PRe will be credited with, and will
      retain for its own use and benefit, any interest that accrues on the
      Premium Monies Account in proportion to PRe’s interest in that
    account.



ARTICLE 8 – REINSURANCE PRODUCTION SOURCES


	A. 	
      MSRE may, in addition to its own resources, use other
      production resources to produce insurance/reinsurance business that is the
      subject of this Agreement. Compensation paid to any such other production
      sources will be consistent with industry standards. Other production
      sources can include, but are not limited to:

	 	 	 
		(i) 	
      brokers;

	 	 	 
		(ii) 	
      specialist underwriters;

	 	 	 
		(iii) 	
      professional advisors;



7






		(iv) 	
      captive insurers and/or captive managers;

	 	 	 
		(v) 	
      other insurers and reinsurers; and

	 	 	 
		(vi) 	
      MGA/MGU, risk purchasing group/risk retention group, or
      other risk-pooling organizations.

	 	 	 
	B. 	
      MSRE will not enter into a premium financing arrangement
      directly with an insurance/ reinsurance company. Where MSRE is aware, or
      made aware, that a third party has entered into a premium financing
      arrangement, that arrangement will be solely in the name and entirely for
      the account of the reinsured, and MSRE and PRe will have no
      responsibility, or liability, for any such third-party
  arrangement.



ARTICLE 9 – MSRE UNDERWRITING GUIDELINES


The MSRE Underwriting Guidelines are included as Appendix 2
hereto and are an integral part of this Agreement and are binding on MSRE, and
may not be amended without written agreement by the Parties.

ARTICLE 10 – CLAIMS SETTLEMENT AUTHORITY AND
GUIDELINES 

MSRE is authorized to settle Losses on behalf of PRe on the
terms and conditions set forth in the Quota Share Retrocession Agreement, which
terms and conditions are further supplemented by the following: 

	 	(i) 	
      All claim and Loss files that are, in any way, related to
      the MSRE Assumptions, will be the joint property of MSRE and the
      Retrocessionaires, including PRe. In the event of an order of liquidation
      of MSRE, such files will become the sole property of the
      Retrocessionaires, including PRe, or any respective estates thereof, but
      MSRE will have reasonable access to and the right to copy some or all of
      such files prior to any such file transfer in a timely manner.

	 	 	 
	 	(ii) 	
      Any Loss settlement authority granted to MSRE will be
      terminated as a result of alleged or actual willful negligence, bad faith,
      and/or fraud on written notice by PRe. PRe, or any other Retrocessionaire,
      may suspend MSRE’s settlement authority during the pendency of any dispute
      for cause of termination. Nothing in this paragraph is intended to relieve
      MSRE or PRe, or any Retrocessionaire, of any other contractual obligation
      attributable to the Business Covered.



8





ARTICLE 11 – USE OF AGENTS 

	A. 	
      MSRE will disclose to PRe all delegations of authority to
      its Agents. All delegations of authority by MSRE to its Agents will be in
      writing, and any such written delegation will (i) include the authorities
      so delegated, (ii) stipulate that the delegation is solely between MSRE
      and the Agents, and that no employment relationship exists, or is intended
      to exist, between the Agents and PRe, and (iii) provide for a right of
      access and audit authority of the records of those Agents to MSRE, PRe,
      and/or their respective representatives.

	 	 	 
	B. 	
      MSRE may enter into subcontracting agreements with
      outsourced service providers and third-party vendors for, among others,
      the following services:

	 	 	 
		(i) 	
      underwriting services, provided that all subcontracted
      underwriters are properly licensed and have significant experience in the
      required insurance specialty. No subcontracted underwriter may bind
      insurance/reinsurance on behalf of MSRE, and, therefore, has no authority
      to bind reinsurance on behalf of Pre;

	 	 	 
		(ii) 	
      third-party administration of claims, provided that all
      subcontracted claims adjusters will have significant experience in the
      required insurance specialty, and, as may be required, be properly
      licensed;

	 	 	 
		(iii) 	
      legal services;

	 	 	 
		(iv) 	
      corporate secretarial services;

	 	 	 
		(v) 	
      accounting services; and

	 	 	 
		(vi) 	
      auditing services.



ARTICLE 12 – LICENSES

	A. 	
      MSRE and PRe, where relevant and applicable, will ensure
      that their respective directors, officers, partners, Agents, and others
      identified and/or referred to in this Agreement, or in the Quota Share
      Retrocession Agreement, maintain all necessary licenses, authorizations,
      registrations, and qualifications to perform the duties set forth in this
      Agreement and in the Quota Share Retrocession Agreement.

	 	 
	B. 	
      With respect to the performance of MSRE’s services and
      duties under this Agreement, it is also the responsibility of MSRE to
      ensure that all reinsurance bound or accepted, as necessary or required,
      is transacted through a properly licensed
intermediary.



 9 





ARTICLE 13 – DATA PROTECTION 

MSRE and PRe will comply with their respective obligations
under any relevant local data protection legislation, whether as a data
controller or as a data processor. In addition, MSRE is to: 

	 	(i) 	
      only carry out processing for the purpose of providing
      reinsurance to Cedents and prospective Cedents, including (a) processing
      premiums and premium-related expenses, and Losses and Loss-related expense
      payments related thereto, (b) purchasing and servicing reinsurance
      protections, and (c) providing any reasonable information required by
      PRe;

	 	 	 
	 	(ii) 	
      implement appropriate technical and organizational
      measures to protect data against (a) unauthorized or unlawful processing
      of data or transactions, (b) unauthorized or unlawful access of data, and
      (c) accidental destruction or loss of any such data;

	 	 	 
	 	(iii) 	
      notify PRe within five (5) business days, of MSRE’s
      awareness or knowledge of a data security breach or event; and

	 	 	 
	 	(iv) 	
      provide information to PRe, or its representatives, in
      Bermuda, as is reasonably required to allow PRe to respond to appropriate
      personal data access rights requests and/or data security
  breaches.



ARTICLE 14 – BUSINESS CONTINUITY AND DISASTER
RECOVERY 

MSRE’s business continuity and disaster recovery plan will
describe, in prudent detail, steps that MSRE and/or its Agents, are to take to
ensure MSRE’s ability to perform their respective obligations under this
Agreement. To ensure compliance with that concept, MSRE is to: 

	 	(i) 	
      implement and maintain, for the duration of this
      Agreement, an adequate business continuity and disaster recovery plan, a
      copy of which will be made available to PRe, in Bermuda;

	 	 	 
	 	(ii) 	
      cause its Agents, as applicable, to implement and
      maintain, for the duration of this Agreement, an adequate business
      continuity and disaster recovery plan, and MSRE will obtain documentation
      in support of all such plans and/or access thereto or obtain a copy of any
      third-party review of any such plan by a qualified independent party,
      pursuant to applicable industry standards; and

	 	 	 
	 	(iii) 	
      notify PRe of any material differences identified in any
      such plan or any significant changes that MSRE and/or its Agents make to
      their respective plans that may have a serious, or material, effect on
      MSRE’s ability to perform its duties under this
  Agreement.



 10 





ARTICLE 15 – MSRE INDEMNITY INSURANCE 

For the duration of this Agreement, MSRE will: 

	 	(i) 	
      maintain adequate and appropriate insurance, acceptable
      in form and amount to PRe, and the other Retrocessionaires, that provides
      coverage in connection with the operation of this Agreement for any
      liability arising out of the negligent acts, errors, or omissions by MSRE
      and/or any MSRE director, officer, affiliate, employee, and/or Agent, and
      includes coverage that, at a minimum, includes exposure protection related
      to errors and omissions and MSRE’s fiduciary responsibilities, including
      those related to MSRE’s directors, officers, employees, and
  Agents;

	 	 	 
	 	(ii) 	
      confirm to PRe that MSRE’s Agents arrange adequate and
      appropriate indemnity insurance with respect to their roles, actions, and
      obligations in connection with this Agreement for any liability arising
      out of the negligent acts, errors, or omissions of their respective
      directors, officers and/or owners, and employees as regards to the MSRE
      Assumptions and the Business Covered;

	 	 	 
	 	(iii) 	
      confirm, in writing to PRe, and/or PRe’s representatives,
      no less frequently than annually, the continued existence of such
      insurance as is required by this Article; and

	 	 	 
	 	(iv) 	
      inform PRe, in writing within twenty (20) days, of any
      change to the indemnity insurance coverage carried by MSRE and/or its
      Agents in connection with this Agreement.



ARTICLE 16 - CONFIDENTIALITY 

	A. 	
      Each of the Parties hereto undertakes that it will not at
      any time disclose, in any manner, to a person or entity that is not an
      authorized agent or representative of a Party, any Confidential
      Information (defined in Article 16B) that is received or obtained directly
      or indirectly as a result of entering into or performing services or
      activities pursuant to this Agreement, except as expressly permitted in
      writing by the other Party and/or as set forth in this Article.

	 	 
	B. 	
      Confidential Information includes, but is not limited to,
      information that relates to the business affairs, strategies, and
      commercial and technical knowledge of the Parties that is not otherwise
      known by the public or required to be disclosed by regulation or
    law.

	 	 
	C. 	
      Confidential Information may be disclosed by the
      Parties:



 11 






	 	(i) 	
      to their respective employees, officers, directors,
      external auditors, professional advisors, or consultants who need to know
      such information for purposes of enabling the other Party to carry out its
      obligations under this Agreement.

	 	 	 
	 	(ii) 	
      where the Confidential Information is, or comes to be,
      known in the public domain other than as a result of a breach of this
      Article.

	 	 	 
	 	(iii) 	
      where the Confidential Information is already known by
      another party in circumstances where that party was not bound by any form
      of confidentially obligation; and

	 	 	 
	 	(iv) 	
      where required by law, court order, or governmental or
      regulatory authority, provided that, subject to any legal or regulatory
      obligations that apply to a Party, that Party gives notice in writing to
      the other Party that it proposes to disclose the Confidential
      Information.




	D. 	
      In performing its obligations under this Agreement, and
      in accordance with industry practice, MSRE could be, or may be, required
      to sign a non-disclosure agreement (“NDA”) with individual Cedents or
      potential Cedents and, in respect thereof, and although MSRE will make all
      reasonable efforts to ensure that it is able to disclose information to
      PRE, MSRE may be restricted pursuant to the NDA in the information it may
      provide to PRe. Further, PRe may also be bound by any such NDA and will
      not be permitted to disclose any such Confidential Information as to an
      individual Cendant, or potential Cedent, unless otherwise provided for in
      the subject relevant NDA.

	 	 
	E. 	
      The confidentiality obligations under this Article will
      cease one (1) year after the expiry of all Business Covered or the expiry
      of the last NDA, whichever is later.



ARTICLE 17 - BOARD MEETING OBSERVATION AND PARTICIPATION
RIGHTS

	A. 	
      The PRe will be entitled to have one representative
      attend the regularly scheduled quarterly meetings of the MSRE Board of
      Directors in a nonvoting observer capacity and to receive notice of all
      such meetings; provided that such observer attends personally in Bermuda,
      and that PRe will, and will cause each of its representatives who may have
      access to any of the information made available at any meeting of the MSRE
      Board of Directors or provided by MSRE to its Board of Directors, hold in
      confidence and not disclose or use, directly or indirectly, any such
      information, other than in connection with PRe’s rights and obligations
      under this Agreement.

	 	 
	B. 	
      Prior to the first MSRE Board of Directors Meeting of the
      year, PRe will be entitled to vote, along with each other participating
      reinsurer, to elect a single Board Member to represent the participating
      reinsurers during MSRE Board of Director Meetings. The elected
      representative is subject to MSRE Board of Director approval, which is not
      to be unreasonably withheld. The costs associated with this Board Member
      will be borne collectively by the participating
  reinsurers.



 

ARTICLE 18 – CONFLICTS OF INTEREST 

	A. 	
      Each Party will disclose to the other Party immediately
      upon becoming aware of such conflict or potential conflict, all
      relationships that may be considered or viewed by either of the Parties as
      a current and/or potential conflict of interest, including, but not
      limited to, any:




	 	(i) 	
      material direct or indirect ownership or economic
      interests that involve transactions or relationships that arise during the
      course of this Agreement or the Quota Share Retrocession
  Agreement;

	 	 	 
	 	(ii) 	
      relationships with current and/or potential Agents,
      subcontractors, and/or other service providers in respect of services to
      be provided under this Agreement or the Quota Share Retrocession
      Agreement; and



 12 






		(iii) 	
      relationships, either directly or indirectly, of any
      family member of a person affiliated or associated with either Party, with
      an insurance/reinsurance company, or an existing or potential Cedent in
      respect of services to be provided under this Agreement or the Quota Share
      Retrocession Agreement.

	 	 	 
	B. 	
      An identified relationship will not be treated as
      contravening this Article if such relationship is fully disclosed between
      the Parties, including the nature of the relationship and the parties
      involved. If any such relationship has been fully disclosed between the
      Parties and the Parties agree, in writing, the subject relationship,
      interest, and/or transaction can continue to exist and/or proceed despite
      that potential conflict of interest.



ARTICLE 19 – COMPLIANCE WITH LAWS AND
REGULATIONS 

The Parties, without prejudice to any of the rights or
obligations otherwise set forth in the Agreement, and as applicable with respect
to their respective roles and responsibilities, will: 

	 	(i) 	
      comply with all applicable laws for the legal and proper
      solicitation and handling of all binding reinsurance arrangements with
      MSRE and Cedents, and will use their best efforts to ensure that any other
      parties with whom they deal in carrying out their respective duties comply
      with such applicable laws;

	 	 	 
	 	(ii) 	
      not undertake, or cause to be undertaken, any activity in
      any way that would constitute a criminal act in the jurisdiction in which
      it is located or doing business, or that would expose one or both of the
      Parties to any criminal sanction;

	 	 	 
	 	(iii) 	
      conduct their respective businesses in accordance with
      all applicable anti-money laundering and/or any other international
      economic and/or financial sanction legislation;

	 	 	 
	 	(iv) 	
      provide or extend reinsurance coverage for, or pay any
      Loss or provide any other type of benefit, beyond acceptable facilitation
      payments, that would expose the Parties to sanction, prohibition, or
      restriction under any applicable economic or financial sanctions
      legislation;

	 	 	 
	 	(v) 	
      refuse to accept, offer, or facilitate payment,
      consideration, or any other benefit that constitutes an illegal or corrupt
      practice contrary to any applicable anti- bribery or anti-corruption
      legislation; and

	 	 	 
	 	(vi) 	
      maintain, on an ongoing basis, appropriate books and
      records, systems, procedures, and internal controls designed to comply
      with this Article.



ARTICLE 20 - ARBITRATION 

 13 






	A. 	
      As a precedent to any right of action hereunder, if any
      dispute should arise between MSRE and PRe with respect to or touching upon
      this Agreement, including but not limited to its interpretation, formation
      and validity, or to their respective rights with respect to any
      transaction that involves both of the Parties, whether any such dispute
      arises before or after the termination of this Agreement, any such dispute
      will be resolved through arbitration with a three-person arbitration
      panel, pursuant to the written request of either Party. Any such
      arbitration panel will be comprised of three (3) arbitrators, one (1) to
      be chosen by each Party, and the third by the Parties jointly. If either
      Party refuses to, or neglects to, appoint an arbitrator within thirty (30)
      days after the receipt of written notice from the requesting Party that
      the other Party do so, the requesting Party may appoint two (2)
      arbitrators, who may appoint a third arbitrator. If the Parties fail to
      agree in the selection of a third arbitrator within thirty (30) days of
      the appointment of the two (2) party-appointed arbitrators, then the third
      arbitrator will be appointed by the Appointments Committee of the
      Chartered Institute of Arbitrators (Bermuda Branch). If that body fails to
      appoint an arbitrator within twenty-one (21) days of such request to them,
      then the appointment will be by the Supreme Court of Bermuda. All
      arbitration panel members are to be active or retired experienced
      professional service providers or executives who have extensive insurance
      or reinsurance experience and who have no conflicts of interest with the
      subject arbitration proceeding.

	 	 
	B. 	
      The arbitrators will interpret this Agreement and make
      their decision, and allocate arbitration-related costs, after giving
      consideration to the custom and usage of the insurance and reinsurance
      business.

	 	 
	C. 	
      A single signed decision by at least two (2) arbitrators
      (in the event that any third arbitrator refuses to sign), when filed with
      the Parties hereto, will be final and binding on both Parties. Based on
      the final decision of those arbitrators, judgment may be entered in any
      court having jurisdiction. Any arbitration undertaken with respect to this
      Agreement is to take place in Bermuda, unless some other venue is mutually
      agreed to, in writing, by MSRE and PRe.

	 	 
	D. 	
      Unless the Parties otherwise agree, the arbitration will
      be governed by the laws of Bermuda and the Bermuda International
      Conciliation and Arbitration Act 1993 (exclusive of the Conciliation part
      of such Act, including the United Nations Commission on International
      Trade Law Model Law on International Commercial Arbitration) and/or any
      statutory amendments or reenactments thereof.



ARTICLE 21 – GOVERNING LAW 

This Agreement, including all matters relating to formation,
validity, and performance thereof, will be governed by and interpreted in
accordance with the laws of Bermuda. 

 14 





ARTICLE 22 – CURRENCY 

Wherever the word “dollar” and/or the “$” symbol appear in this
Agreement or any Appendix or Schedule hereto, they mean United States Dollars,
unless agreed to in writing by the Parties provided that any non-US dollar
denominated MSRE Assumptions will follow the denomination of the currency used
in such applicable MSRE Assumptions. 

ARTICLE 23 – TAXES 

	A. 	
      Each Party will be responsible to pay its own
    taxes.

	 	 
	B. 	
      If PRe is, or becomes subject to premium tax, excise tax,
      or to any other insurance-related tax (hereinafter referred to as the
      “Tax”), in the United States, Canada, or elsewhere, PRe agrees to allow,
      for the purpose of having MSRE pay the Tax, MSRE to deduct from the
      subject premium collected the applicable percentage of the premium
      payable, or such other related calculated amount, pursuant to such Tax, to
      the extent that such premium is subject to the Tax to be paid.

	 	 
	C. 	
      In the event that PRe returns any premium to MSRE, PRe
      will deduct from the amount of the return premium the same Tax percentage
      as was allowed when the premium was received, and MSRE and/or its Agent
      will take all necessary actions to recover the Tax from the U.S.
      Government or other applicable jurisdictional tax body.

	 	 
	D. 	
      MSRE and PRe will notify the other Party within seven (7)
      business days of any tax inspection or audit related to the Business
      Covered and/or the Agreement, and the results of any such tax inspection
      or audit.



ARTICLE 24 – REPRESENTATIONS, WARRANTIES, AND
COVENANTS 

	A. 	
      Each Party hereby represents and warrants that:

	 	 	 
		(i) 	
      It is duly organized, validly existing, and in good
      standing under the laws of the jurisdiction of its incorporation or
      organization, and has full power and authority to execute and deliver this
      Agreement and to perform its obligations hereunder.

	 	 	 
		(ii) 	
      This Agreement (a) has been duly approved by all
      necessary actions, including any necessary shareholder or membership
      approval, (b) has been executed by its duly authorized officers, and (c)
      constitutes a valid and binding agreement enforceable in accordance with
      its terms.

	 	 	 
		(iii) 	
      The execution, delivery, and performance of this
      Agreement (a) have been authorized by all necessary corporate actions by
      the Parties, and (b) does not violate, conflict with, or cause a default under (i) its
      articles of incorporation, articles of organization, bye-laws, management
      agreement, or other organizational document, as applicable, or (ii) any
      applicable law or regulation, court order, or administrative ruling or
      decree to which it is a party or to which any of its property is subject,
      or to any agreement, contract, indenture, or other binding arrangement to
  which it is a party or to which any of its property is subject.



 15 






	 	(iv) 	
      There is no requirement to make any filing with, or give
      any notice to, any governmental entity or body, or obtain any order,
      permit, approval, waiver, license, or similar authorization, in connection
      with the completion of the transactions contemplated by this
    Agreement.





	B. 	
      Each Party covenants to do such things and to execute
      such further documents and assurances as may be deemed necessary or
      advisable from time to time to carry out the terms and conditions of this
      Agreement in accordance with their true intent.

	 	 
	C. 	
      Each of the representations and warranties made by either
      Party in this Agreement will survive the Termination of this Agreement.
      All covenants and agreements made by either Party in this Agreement will
      survive until performed or the obligation to so perform has
  expired.



ARTICLE 25 – AMENDMENTS 

	A. 	
      It is hereby understood and agreed that any amendments
      and/or alterations to this Agreement that are mutually agreed by addendum
      will be automatically binding on the Parties and will be considered to
      form an integral part of this Agreement.

	 	 
	B. 	
      All amendments, extensions, cancellations, and/or
      replacements to the Original Policies will be made strictly in accordance
      with the requirements imposed by the “MSRE Underwriting Guidelines”
      included as Appendix 2 to this Agreement, and in compliance with all
      applicable statutes and regulations.



ARTICLE 26 – THIRD-PARTY RIGHTS 

This Agreement is solely between MSRE and PRe, and in no
instance will any insured, claimant, or other third party have any rights under
this Agreement. 

ARTICLE 27 – NOTICES 

All notices, directions, requests, demands, acknowledgments,
and other communications required or permitted to be given or made under the
terms hereof will be in writing and will be deemed to have been duly given or
made when transmitted by certified or registered mail, nationally or internationally recognized express delivery
service, personal delivery, electronic mail, or facsimile (with the exception of
notices of termination, first class mail is also acceptable), when addressed as
follows: 

 16 






	 	If to MSRE: 	If to PRe: 
	 	  	  
	 	Multi-Strat Re Ltd. 	Resource Re Ltd. 
	 	Attn: Robert Forness 	c/o Cedar Management Limited 
	 	19 Queen Street 	Attn: Tom McMahon 
	 	Hamilton, HM 11, Bermuda 	Continental Building 
	 	Email: bob @multistrat.bm 	25 Church Street 
	 	  	P.O. Box HM 824 
	 	  	Hamilton HMCX, Bermuda 
	 	  	Email: tmcmahon@cedar.bm 


A Party may change the address and/or addressee to which
notices and other communications hereunder are to be sent to the other Party by
giving the other Party written notice thereof in accordance with this Article.


ARTICLE 28 – ASSIGNMENT 

Neither Party may assign this Agreement or any of its
obligations hereunder, without the written consent of the other Party; provided,
however, that this Agreement will inure to the benefit of and bind those who, by
operation of law, become successors to the Parties, including, without
limitation, any liquidator, rehabilitator, receiver, or conservator, or any
successor merged, amalgamated, or consolidated entity. 

ARTICLE 29 – COUNTERPARTS 

	A. 	
      The use of any of the following will constitute a valid
      execution of this Agreement or any amendments thereto:

	 	 	 
		(i) 	
      paper documents with an original ink signature;

	 	 	 
		(ii) 	
      facsimile or electronic copies of paper documents showing
      an original ink signature; and

	 	 	 
		(iii) 	
      electronic records with an electronic signature made via
      an electronic agent.

	 	 	 
	B. 	
      This Agreement may be executed in one or more
      counterparts, each of which will be deemed an original, but all of which
      together will constitute one and the same
instrument.



 17 





ARTICLE 30 – NO PARTNERSHIP 

Nothing provided herein is intended to create a joint venture,
partnership, tenancy-in-common, or joint tenancy relationship between or among
any of the Parties. 

ARTICLE 31 – FAVORABLE TERMS 

If any PRe receives materially better terms and conditions from
MSRE under a future Services Agreement, all other active PRe’s will be offered
the same terms and conditions. PRe will then have the option, at its sole
discretion, of incorporating the same terms and conditions, in the entirety,
into its agreements with MSRE. Failure by MSRE to so advise or to permit PRe to
exercise this option will be deemed a material breach of this Agreement. 

ARTICLE 32 - WAIVER 

A waiver by either Party of any breach or default by the other
Party will not constitute a continuing waiver or a waiver by such Party of any
subsequent act in breach or of default hereunder. 

ARTICLE 33 - HEADINGS 

The headings used in this Agreement are for reference purposes
only and are not deemed to be a part of this Agreement. 

ARTICLE 34 - ENFORCEABILITY 

If any provision of this Agreement is deemed to be illegal or
unenforceable by the laws, regulations, or public policy of any jurisdiction,
then such provision will be considered void in such jurisdiction, but that
illegal or unenforceable provision will not affect the validity or
enforceability of any other provision of this Agreement or the enforceability of
any provision in any other jurisdiction. 

ARTICLE 35 - ENTIRE AGREEMENT 

This Agreement and the Appendices and Schedules hereto
constitute the entire agreement between the Parties with respect to the
transactions contemplated in this Agreement and supersede all prior agreements,
understandings, negotiations, and discussions, whether oral or written, of the
Parties with respect to such transactions. There are no representations,
warranties, covenants, conditions, or guarantees, expressed or implied, between
the Parties in connection with the subject matter of this Agreement, except as
specifically set forth in this Agreement. The Parties have not relied, and are not relying, on
any other information, discussion, or understanding in entering into and
completing the transactions contemplated by this Agreement.

 18 





[SIGNATURES ON THE NEXT PAGE] 

 19 





IN WITNESS WHEREOF, each of the Parties has caused this
Agreement to be executed in duplicate as a deed by its duly authorized
representatives in Hamilton, Bermuda. 

	
      By: Multi-Strat Re Ltd. 
	 	
      By: Resource Ltd. 

	
      
	 	
      

	
      
	 	
      

	
      “/s/ Robert J. Forness” 
	 	
      “/s/ Thomas R. McMahon” 

	
       Signature 
	 	
      Signature 

	
      
	 	
      

	
      Robert J. Forness 
	 	
      Thomas R. McMahon 

	
      Printed Name 
	 	
      Printed Name 

	
      
	 	
      

	
      CEO 
	 	
      Director 

	
      Title 
	 	
      Title 

	
      
	 	
      

	
      August 8, 2014 
	 	
      August 11, 2014 

	
      Date 
	 	
      Date 

	
      
	 	
      

	
      “/s/ Joyce Scott” 
	 	
      “/s/Joyce Scott 

	
      Witness 
	 	
      Witness 



 20 




APPENDIX 1 – QUOTA SHARE RETROCESSION
AGREEMENT

 

[Filed as Exhibit 4.8]

 




APPENDIX 2 – MSRE UNDERWRITING GUIDELINES 

[***Confidential Treatment Requested (five pages redacted)***]

 

B - 1 



SCHEDULE I – MSRE CEDENT REINSURANCE AGREEMENTS
NON-RECOURSE ADDENDUM 

Consistent with the rules and regulation applicable to a
Bermuda company licensed as a special purpose insurer under the Insurance Act
1978 and its related regulations, the BMA requires non-recourse wording to be
incorporated into every reinsurance agreement between MSRE and a Cedent, a
portion of which will be retroceded to PRe. Therefore, the addendum set forth
below will be included in substantively the same format in each reinsurance
agreement entered into by MSRE with a Cedent:

MSRE CEDENT REINSURANCE AGREEMENTS
ADDENDUM LANGUAGE 

The Reinsurer [i.e., MSRE] is
registered as a special purpose insurer in Bermuda under the Insurance Act 1978
and its related regulations and the Reinsurer’s obligations are reinsured 100%
by its participating reinsurers (the “Participating Reinsurers”). The
obligations of the Reinsurer are fully collateralized by the Collateral provided
by the Participating Reinsurers. Therefore, the Reinsured [i.e., the third-party
Cedent] will have no recourse to the Reinsurer for payments under this Agreement
[i.e., the agreement between the third-party Cedent and MSRE]. 

No Recourse.

The Reinsured will not have any
recourse, direct or indirect, with respect to the obligations of the Reinsurer
under this Agreement or any certificate or other writing delivered in connection
herewith, against (i) the Reinsurer or any of its assets or property (other than
the Collateral), and (ii) any owner of a beneficial interest in the Reinsurer or
any partner, beneficiary, officer, director, employee or agent of the Reinsurer.
This provision will survive the termination of this Agreement. 

Overall Limit of Recourse.

For the avoidance of doubt, the
maximum liability of the Reinsurer under this Agreement is limited to the
Collateral (the “Overall Limit of Recourse”). Notwithstanding anything to the
contrary in this Agreement and/or any other agreement, the liability of the
Reinsurer to the Reinsured under this Agreement and all other agreements related
to the transactions contemplated by this Agreement is limited to and cannot
exceed at any time the Overall Limit of Recourse. 

I - 1 



SCHEDULE II – REPORTS AND ACCOUNTS 

[***Confidential Treatment Requested (three pages redacted)***]

 

II - 1 





SCHEDULE III – FEES AND PERFORMANCE INCENTIVES


[***Confidential Treatment Requested***]

 

III - 1