exhibit41-yogaxwarrantag






Exhibit 4.1  EXECUTION VERSION    WARRANT AGREEMENT  Dated as of February 26, 2021  THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 26,  2021, is by and between SiriusPoint Ltd., a Bermuda exempted company limited by  shares (the “Company”) (f/k/a Third Point Reinsurance Ltd.), and Computershare Inc., a  Delaware corporation (“Computershare”), and its wholly owned subsidiary,  Computershare Trust Company, N.A., a federally chartered trust company (collectively,  in such capacity, the “Warrant Agent).  Capitalized terms used but not defined herein  shall have the meanings ascribed to them in the Merger Agreement (as defined below).  WHEREAS, the Company, Sirius International Insurance Group, Ltd., a Bermuda  exempted company limited by shares, and Yoga Merger Sub Limited, a Bermuda  exempted company limited by shares and wholly owned subsidiary of the Company,  entered into that certain Agreement and Plan of Merger, dated as of August 6, 2020 (the  “Merger Agreement”);  WHEREAS, pursuant to the terms and conditions set forth in the Merger  Agreement, as of the closing of the Merger, each holder of Company Shares that  effectively made and did not revoke a Mixed Election was entitled to 0.190 of a warrant  issued by Company (the “Warrants”) in exchange for each Company Share subject to the  Mixed Election;  WHEREAS, subject to the terms and conditions set forth herein, each whole  Warrant entitles the holder thereof to purchase from the Company one common share of  the Company, par value $0.10 per share (the “Common Shares”), for $11.00 per share  (the “Exercise Price”), subject to adjustment as described herein;  WHEREAS, the Company has filed with the Securities and Exchange  Commission (the “Commission”) registration statement No. 333-248989 on Form S-4 for  the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of  the Warrants and the shares issuable upon exercise of the Warrants;  WHEREAS, the Company desires the Warrant Agent to act on behalf of the  Company, and the Warrant Agent is willing to so act, in connection with the issuance,  registration, transfer, exchange, redemption and exercise of the Warrants;  WHEREAS, the Company desires to provide for the form and provisions of the  Warrants, the terms upon which they shall be issued and exercised, and the respective  rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the  holders of the Warrants; and  





 






  2  WHEREAS, all acts and things have been done and performed which are  necessary to make the Warrants, when executed on behalf of the Company and  countersigned by or on behalf of the Warrant Agent, as provided herein, the valid,  binding and legal obligations of the Company, and to authorize the execution and  delivery of this Agreement.  NOW, THEREFORE, in consideration of the mutual agreements herein  contained, the parties hereto agree as follows:  1. Appointment of Warrant Agent.  The Company hereby appoints the Warrant  Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby  accepts such appointment and agrees to perform the same in accordance with the express  terms and conditions (and no implied terms and conditions) set forth in this Agreement.  2. Warrants.  2.1 Form of Warrant.  Each Warrant shall be issued in registered form only  and shall be in the form of Exhibit A hereto (with such appropriate insertions, omissions,  substitutions and other variations as are required or permitted by this Agreement, but  which do not affect the rights, obligations and immunities of the Warrant Agent), the  provisions of which are incorporated herein and shall be signed by, or bear the manual or  electronic signature of, the President, Chief Executive Officer, Chief Financial Officer,  Secretary or other principal officer of the Company.  In the event the person whose  signature has been placed upon any Warrant shall have ceased to serve in the capacity in  which such person signed the Warrant before such Warrant is issued, it may be issued  with the same effect as if he or she had not ceased to be such at the date of issuance.  2.2 Effect of Countersignature.  Unless and until countersigned by the  Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect  and may not be exercised by the holder thereof.  2.3 Registration.  2.3.1 Warrant Register.  The Warrant Agent shall maintain books (the  “Warrant Register”), for the registration of original issuance and the registration of  transfer of the Warrants.  Upon the initial issuance of the Warrants, at the Company’s  written request, the Warrant Agent shall issue and register the Warrants in the names of  the respective holders thereof in such denominations and otherwise in accordance with  instructions delivered to the Warrant Agent by the Company.  Ownership of beneficial  interests in the Warrants shall be shown on, and the transfer of such ownership shall be  effected through, records maintained by institutions that have accounts with The  Depository Trust Company (the “Depository”).  





 






  3  If the Depository subsequently ceases to make its book-entry settlement system  available for the Warrants, the Company may instruct the Warrant Agent in writing  regarding making other arrangements for book-entry settlement.  In the event that the  Warrants are not eligible for, or it is no longer necessary to have the Warrants available  in, book-entry form, the Warrant Agent shall provide written instructions to the  Depository to deliver to the Warrant Agent for cancellation each book-entry Warrant, and  the Company shall instruct the Warrant Agent in writing to deliver to the Depository  definitive certificates in physical form evidencing such Warrants which shall be in the  form annexed hereto as Exhibit A with appropriate insertions, modifications and  omissions, as provided above (including for the avoidance of doubt the deletion of the  legend set forth on the face of the form annexed hereto as Exhibit A).  CM Bermuda Limited shall have the right to hold its Warrants in certificated form  and upon delivery of a written request to the Company to hold its Warrants in certificated  form, the Company shall cause such Registered Holder’s book-entry Warrants to be  cancelled and in exchange therefor receive definitive certificates in physical form  evidencing such Warrants which shall be in the form annexed hereto as Exhibit A with  appropriate insertions, modifications and omissions, as provided above (including for the  avoidance of doubt the deletion of the legend set forth on the face of the form annexed  hereto as Exhibit A).  2.3.2 Registered Holder.  Prior to due presentment for registration of  transfer of any Warrant, the Company and the Warrant Agent may deem and treat the  person in whose name such Warrant is registered in the Warrant Register (the  “Registered Holder”) as the absolute owner of such Warrant and of each Warrant  represented thereby, for the purpose of any exercise thereof, and for all other purposes,  and neither the Company nor the Warrant Agent shall be affected by any notice to the  contrary.  2.4 Fractional Warrants.  Warrants may be issued in fractional increments of  0.01.  For the avoidance of doubt, any fraction of a Warrant shall entitle the holder of  such fraction of a Warrant to a proportional fraction of a Common Share, prior to the  application of Section 4.7.  2.5 Opinion of Counsel.  The Company shall provide an opinion of counsel  reasonably satisfactory to the Warrant Agent prior to the effective date of this Agreement  to set up a reserve of Warrants and the Common Shares.  The opinion of counsel shall  state that all Warrants are, and the Common Shares, when issued, will be: (i) issued in a  transaction registered under the Securities Act of 1933, as amended, or exempt from such  registration; and (ii) validly issued, fully paid and non-assessable.  





 






  4  3. Terms and Exercise of Warrants.  3.1 Exercise Price.  Each whole Warrant shall, when countersigned by the  Warrant Agent, entitle the Registered Holder thereof, subject to the provisions of such  Warrant and of this Agreement, to purchase from the Company one Common Share at the  Exercise Price per Common Share, subject to the adjustments provided in Section 4.  The  term “Exercise Price” as used in this Agreement shall mean the price per Common Share  at which Common Shares may be purchased at the time a Warrant is exercised.  3.2 Duration of Warrants.  A Warrant shall be exercisable by the Registered  Holder thereof at any time and from time to time after the date hereof to and including  the date that is five (5) years following the date hereof (such date, the “Expiration Date,”  and such five (5) year period, the “Exercise Period”); provided, however, that the  exercise of any Warrant shall be subject to the terms and conditions of such Warrant and  this Agreement.  At 5:00 p.m., New York City time, on the Expiration Date, any  Warrants not exercised prior to such time shall be and become void and of no value.  The  Company may not call or redeem all or any portion of any Warrant without the prior  written consent of the Registered Holder thereof.  3.3 Exercise of Warrants.  3.3.1 Payment.  Subject to the provisions of the Warrant and this  Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by  the Registered Holder thereof by surrendering, at the office of the Warrant Agent, or at  the office of its successor as Warrant Agent, (i) an election to purchase form electing to  exercise such Warrants substantially in the form attached to the Warrant, duly executed  and properly completed, and (ii) payment in full of the Exercise Price for each full  Common Share as to which the Warrant is exercised and any transfer taxes due in  connection with the transfer of the Warrant to another holder, as follows:  (a) in lawful money of the United States, in good certified  check or good bank draft payable to the order of the Warrant Agent; or  (b) as provided in Section 3.3.2 hereof.  3.3.2 Issuance of Common Shares on Exercise.  As soon as practicable  after the exercise of any Warrant and the clearance of the funds in payment of the  Exercise Price (if payment is pursuant to Section 3.3.1(a)), the Company shall issue to the  Registered Holder of such Warrant a book-entry position or certificate, as applicable, for  the number of full Common Shares to which he, she or it is entitled, registered in such  name or names as may be directed by him, her or it, and if such Warrant shall not have  been exercised in full, a new book-entry position or countersigned Warrant, as applicable,  for the number of shares as to which such Warrant shall not have been exercised.  The  holders of Warrants shall be entitled to settle the Warrant on a “cashless basis”, by  





 






  5  exchanging the Warrants for that number of Common Shares equal to the quotient  obtained by dividing (x) the product of the number of Common Shares underlying the  Warrants, multiplied by the difference between the Exercise Price and the Average  VWAP (as defined below) by (y) the Average VWAP.  Solely for purposes of this  Section 3.3.2, “Average VWAP” shall mean the volume weighted average price of the  Common Shares (as reported by Bloomberg L.P. or, if not reported therein, in another  authoritative source selected by the Company in good faith and a commercially  reasonable manner) during the ten (10) Trading Day period ending on the Trading Day  prior to the date that notice of “cashless” exercise is received by the Warrant Agent from  the holder of such Warrants or its securities broker or intermediary.  The date that notice  of “cashless exercise” is received by the Warrant Agent shall be conclusively determined  by the Warrant Agent.  The Company shall calculate and transmit to the Warrant Agent,  and the Warrant Agent shall have no obligation under this Agreement to determine, the  number of shares of Common Stock to be issued on such exercise.  This will be  determined by the Company (with written notice thereof to the Warrant Agent) and the  Warrant Agent shall have no duty or obligation to investigate or confirm whether the  Company’s determination of the number of shares of Common Stock to be issued on such  exercise, pursuant to this Section 3.3.2, is accurate or correct.  3.3.3 Subject to Section 4.7, a Registered Holder of Warrants may  exercise its Warrants only for a whole number of Common Shares.  If, by reason of any  exercise of warrants on a “cashless basis”, the holder of any Warrant would be entitled,  upon the exercise of such Warrant, to receive a fractional interest in a Common Share,  the Company shall pay cash in lieu of a fractional interest as provided in Section 4.7.  3.3.4 Valid Issuance.  All Common Shares issued upon the proper  exercise of a Warrant in conformity with this Agreement shall be validly issued, fully  paid and nonassessable.  3.3.5 Date of Issuance.  Each person in whose name any book-entry  position or certificate, as applicable, for Common Shares is issued shall for all purposes  be deemed to have become the holder of record of such Common Shares on the date on  which the Warrant, or book-entry position representing such Warrant, was surrendered  and payment of the Exercise Price was made, irrespective of the date of delivery of such  certificate in the case of a certificated Warrant, except that, if the date of such surrender  and payment is a date when the share transfer books of the Company or book-entry  system of the Warrant Agent are closed, such person shall be deemed to have become the  holder of such shares at the close of business on the next succeeding date on which the  share transfer books or book-entry system are open.  3.3.6 Maximum Percentage.  A holder of a Warrant may notify the  Company in writing in the event it elects to be subject to the provisions contained in this  Section 3.3.6; provided that no holder of a Warrant shall be subject to this Section 3.3.6  unless he, she or it makes such election.  If the election is made by a holder, the Warrant  





 






  6  Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have  the right to exercise such Warrant, to the extent that after giving effect to such exercise,  such person (together with such person’s affiliates), to the Warrant Agent’s actual  knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the  holder) (the “Maximum Percentage”) of the Common Shares outstanding immediately  after giving effect to such exercise.  For purposes of the foregoing sentence, the aggregate  number of Common Shares beneficially owned by such person and its affiliates shall  include the number of Common Shares issuable upon exercise of the Warrant with  respect to which the determination of such sentence is being made, but shall exclude  Common Shares that would be issuable upon (x) exercise of the remaining, unexercised  portion of the Warrant beneficially owned by such person and its affiliates and  (y) exercise or conversion of the unexercised or unconverted portion of any other  securities of the Company beneficially owned by such person and its affiliates (including,  without limitation, any convertible notes or convertible preferred stock or warrants)  subject to a limitation on conversion or exercise analogous to the limitation contained  herein.  Except as set forth in the preceding sentence, for purposes of this paragraph,  beneficial ownership shall be calculated in accordance with Section 13(d) of the  Securities Exchange Act of 1934, as amended (the “Exchange Act”).  For purposes of the  Warrant, in determining the number of outstanding Common Shares, the holder may rely  on the number of outstanding Common Shares as reflected in (1) the Company’s most  recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on  Form 8-K or other public filing with the Commission as the case may be, (2) a more  recent public announcement by the Company or (3) any other notice by the Company or  Computershare Trust Company, N.A. (in such capacity, the “Transfer Agent”) setting  forth the number of Common Shares outstanding.  For any reason at any time, upon the  written request of the holder of the Warrant, the Company shall use its commercially  reasonable efforts to, within two (2) Business Days, confirm orally and in writing to such  holder the number of Common Shares then-outstanding.  In any case, the number of  outstanding Common Shares shall be determined after giving effect to the conversion or  exercise of equity securities of the Company by the holder and its affiliates since the date  as of which such number of outstanding Common Shares was reported.  By written notice  to the Company, the holder of a Warrant may from time to time increase or decrease the  Maximum Percentage applicable to such holder to any other percentage specified in such  notice; provided that any such increase shall not be effective until the sixty-first  (61st) day after such notice is delivered to the Company.  4. Adjustments.  4.1 Share Dividends.  4.1.1 Split-Ups.  If after the date hereof, and subject to the provisions of  Section 4.7 below, the number of outstanding Common Shares is increased by a share  dividend or distribution payable in Common Shares, or if the Company effects a split-up  





 






  7  of Common Shares or other similar event, then, on the effective date of such share  dividend, split-up or similar event, the Exercise Price shall be decreased based on the  following formula below:    EP1 = EP0 ×  OS0  OS1   where,  EP0 = the Exercise Price in effect immediately prior to the open of business on the  Ex-Dividend Date of such dividend or distribution, or immediately prior to  the open of business on the Effective Date of such share split;  EP1 = the Exercise Price in effect immediately after the open of business on such  Ex-Dividend Date or Effective Date;  OS0 = the number of the Common Shares outstanding immediately prior to the  open of business on such Ex-Dividend Date or Effective Date (before  giving effect to any such dividend, distribution or share split); and  OS1 = the number of the Common Shares outstanding immediately after giving  effect to such dividend, distribution or share split.  Any adjustment made under this Section 4.1.1 shall become effective immediately after  the open of business on the Ex-Dividend Date for such dividend or distribution, or  immediately after the open of business on the Effective Date for such share split.  4.1.2 Rights Offerings.  If after the date hereof the Company issues to all  or substantially all holders of the Common Shares any rights, options or warrants  entitling them, for a period of not more than 60 calendar days after the announcement  date of such issuance, to subscribe for or purchase the Common Shares at a price per  share that is less than the average of the Last Reported Sale Prices of the Common Shares  for the 10 consecutive Trading Day period ending on, and including, the Trading Day  immediately preceding the date of announcement of such issuance, the Exercise Price  shall be adjusted based on the following formula:    EP1 = EP0 ×  OS0 + Y  OS0 + X      where,  EP0 = the Exercise Price in effect immediately prior to the open of business on the  Ex-Dividend Date for such issuance;  EP1 = the Exercise Price in effect immediately after the open of business on such  Ex-Dividend Date;  





 






  8  OS0 = the number of Common Shares outstanding immediately prior to the open  of business on such Ex-Dividend Date;  X = the total number of Common Shares issuable pursuant to such rights,  options or warrants; and  Y = the number of Common Shares equal to the aggregate price payable to  exercise such rights, options or warrants, divided by the average of the Last  Reported Sales Prices over the 10 consecutive Trading Day period ending  on, and including, the Trading Day immediately preceding the date of  announcement of the distribution of such rights, options or warrants.   For the purposes of this Section 4.1.2, (i) if the rights offering is for  securities convertible into or exercisable for Common Shares, in determining the price  payable for Common Shares, there shall be taken into account any consideration received  by the Company for such rights, options or warrants as well as any additional amount  payable upon exercise or conversion thereof, the value of such consideration, if other  than cash, to be determined by the Board of Directors of the Company (the “Board”) in  good faith and in a commercially reasonable manner.  4.1.3 Other Dividends.  If the Company, at any time while the Warrants  are outstanding and unexpired, shall pay a dividend or distribution in cash or payable in  assets or securities other than Common Shares, then the Exercise Price shall be  decreased, effective immediately after the payment date of such dividend or distribution,  by the amount of cash and/or the fair market value (as determined by the Board in good  faith and a commercially reasonable manner) of any securities or other assets paid on  each Common Share in respect of such dividend or distribution.  4.2 Tender and Exchange Offers.  If the Company or any of its Subsidiaries  makes a payment in respect of a tender or exchange offer for the Common Shares, to the  extent that the cash and value of any other consideration included in the payment per  Common Share exceeds the average of the Last Reported Sale Prices of the Common  Shares over the 10 consecutive Trading Day period (the “Valuation Period”)  commencing on, and including, the Trading Day next succeeding the last date on which  tenders or exchanges may be made pursuant to such tender or exchange offer, the  Exercise Price shall be decreased based on the following formula:    EP1 = EP0 ×  OS0 × SP1  AC + (SP1 × OS1)      where,  EP0 = the Exercise Price in effect immediately prior to the close of business on the  last Trading Day of the Valuation Period;  





 






  9  EP1 = the Exercise Price in effect immediately after the close of business on the  last Trading Day of the Valuation Period;  AC = the aggregate value of all cash and any other consideration (as determined  by the Board in good faith and in a commercially reasonable manner) paid  or payable for Common Shares purchased in such tender or exchange offer;  OS0 = the number of Common Shares outstanding immediately prior to the date  such tender or exchange offer expires (prior to giving effect to the purchase  of all Common Shares accepted for purchase or exchange in such tender or  exchange offer);  OS1 = the number of Common Shares outstanding immediately after the date such  tender or exchange offer expires (after giving effect to the purchase of all  Common Shares accepted for purchase or exchange in such tender or  exchange offer); and  SP1 = the average of the Last Reported Sales Prices over the Valuation Period.   The adjustment under this Section 4.2 shall be effective as of the close of  business on the last day of the Valuation Period; provided that if the Expiration Date  occurs during the Valuation Period, for the purposes of determining the Exercise Price,  references to “10” in this Section 4.2 shall be deemed replaced with such lesser number  of Trading Days as have elapsed from, and including, the first day of the Valuation  Period to, and including, the Expiration Date.  4.3 Aggregation of Shares.  If after the date hereof the number of outstanding  Common Shares is decreased by a consolidation, combination, reverse share split or  reclassification of Common Shares or other similar event, then, on the effective date of  such consolidation, combination, reverse share split, reclassification or similar event, the  Exercise Price shall be increased in the inverse proportion to such decrease in the  outstanding Common Shares.  4.4 Adjustments of Shares Issuable.  Whenever the Exercise Price is adjusted,  as provided in Section 4.1 or Section 4.3, the number of Common Shares purchasable  upon the exercise of each Warrant shall be adjusted (to the nearest share) by multiplying  such number of Common Shares purchasable upon the exercise of each Warrant  immediately prior to such adjustment by a fraction (x) the numerator of which shall be  the Exercise Price in effect immediately prior to such adjustment and (y) the denominator  of which shall be the Exercise Price in effect immediately thereafter.  Notwithstanding anything to the contrary in this Agreement, whenever any  provision of this Agreement requires the Company to calculate an average of the Last  Reported Sales Prices or a volume-weighted average price of the Common Shares over a  





 






  10  span of multiple days, the Company shall make appropriate adjustments as determined by  the Board in good faith and in a commercially reasonable manner to each Warrant, in  order to account for any event requiring an adjustment pursuant to this Section 4 that  occurs at any time during the period when the Company is required to calculate an  average of the Last Reported Sales Prices or a volume-weighted average price of the  Common Shares over a span of multiple days.  4.5 Replacement of Securities upon Reorganization, etc.  In case of any  reclassification or reorganization of the outstanding Common Shares (other than a change  under Section 4.1, Section 4.2 Section 4.3 hereof or that solely affects the par value of  such Common Shares), or in the case of any merger or consolidation of the Company  with or into another corporation or entity (other than a consolidation or merger in which  the Company is the continuing corporation and that does not result in any reclassification  or reorganization of the outstanding Common Shares), or in the case of any sale or  conveyance to another corporation or entity of the assets or other property of the  Company as an entirety or substantially as an entirety in connection with which the  Company is dissolved, the holders of the Warrants shall thereafter have the right to  purchase and receive, upon the basis and upon the terms and conditions specified in the  Warrants and in lieu of the Common Shares of the Company immediately theretofore  purchasable and receivable upon the exercise of the rights represented thereby, the kind  and amount of shares of stock or other securities or property (including cash) receivable  upon such reclassification, reorganization, merger or consolidation, or upon a dissolution  following any such sale or transfer, that the holder of the Warrants would have received if  such holder had exercised his, her or its Warrant(s) immediately prior to such event (the  “Alternative Issuance”); provided, however, that (i) if the holders of the Common Shares  were entitled to exercise a right of election as to the kind or amount of securities, cash or  other assets receivable upon such consolidation or merger, then the kind and amount of  securities, cash or other assets constituting the Alternative Issuance for which each  Warrant shall become exercisable shall be deemed to be the weighted average of the kind  and amount received per share by the holders of the Common Shares in such  consolidation or merger that affirmatively make such election, and (ii) if a tender,  exchange or redemption offer shall have been made to and accepted by the holders of the  Common Shares under circumstances in which, upon completion of such tender or  exchange offer, the maker thereof, together with members of any group (within the  meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and  together with any affiliate or associate of such maker (within the meaning of Rule 12b-2  under the Exchange Act) and any members of any such group of which any such affiliate  or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the  Exchange Act) more than 50% of the outstanding Common Shares, the holder of a  Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of  cash, securities or other property to which such holder would actually have been entitled  as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration  of such tender or exchange offer, accepted such offer and all of the Common Shares held  





 






  11  by such holder had been purchased pursuant to such tender or exchange offer, subject to  adjustments (from and after the consummation of such tender or exchange offer) as  nearly equivalent as possible to the adjustments provided for in this Section 4; provided,  further, that if less than 70% of the consideration receivable by the holders of the  Common Shares in the applicable event is payable in the form of common shares or  shares of common stock in the successor entity that are listed for trading on a national  securities exchange or is quoted in an established over-the-counter market, or are to be so  listed for trading or quoted immediately following such event, and if the Registered  Holder properly exercises the Warrant within thirty (30) days following the public  disclosure of the consummation of such applicable event by the Company pursuant to a  Current Report on Form 8-K filed with the SEC, the Exercise Price shall be reduced by  an amount (in dollars) equal to the difference (but in no event less than zero) of (i) the  Exercise Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration  (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below).  The  “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the  consummation of the applicable event based on the Black-Scholes Warrant Model for a  Capped American Call on Bloomberg Financial Markets (“Bloomberg”).  For purposes  of calculating such amount, (1) the price of each Common Share shall be the volume  weighted average price of the Common Shares (as reported by Bloomberg L.P. or, if not  reported therein, in another authoritative source selected by the Company in good faith  and in a commercially reasonable manner) during the ten (10) Trading Day period ending  on the Trading Day prior to the effective date of the applicable event, (2) the assumed  volatility shall be the ninety (90) day volatility obtained from the HVT function on  Bloomberg determined as of the Trading Day immediately prior to the day of the  announcement of the applicable event, and (3) the assumed risk-free interest rate shall  correspond to the U.S. Treasury rate for a period equal to the remaining term of the  Warrant.  “Per Share Consideration” means (i) if the consideration paid to holders of the  Common Shares consists exclusively of cash, the amount of such cash per Common  Share, and (ii) in all other cases, the volume weighted average price of the Common  Shares (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative  source selected by the Company in good faith and in a commercially reasonable manner)  during the ten (10) Trading Day period ending on the Trading Day prior to the effective  date of the applicable event.  If any reclassification or reorganization also results in a  change in the Common Shares covered by Sections 4.1, 4.2, 4.3 or 4.4 then such  adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 or 4.4 (as applicable) and this  Section 4.5.  The provisions of this Section 4.5 shall similarly apply to successive  reclassifications, reorganizations, mergers or consolidations, sales or other transfers.  In  no event will the Exercise Price be reduced pursuant to any provision of this Agreement  to less than the par value per share issuable upon exercise of such Warrant.  4.6 Notices of Changes in Warrant.  Upon every adjustment of the Exercise  Price, the Company shall give written notice thereof to the Warrant Agent, which notice  shall state the Exercise Price resulting from such adjustment, setting forth in reasonable  





 






  12  detail the method of calculation and the facts upon which such calculation is based.  The  Warrant Agent shall be entitled to rely on such notice and any adjustment or statement  therein contained and shall have no duty or liability with respect thereto and shall not be  deemed to have knowledge of any such adjustment or any such event unless and until it  shall have received such notice.  Upon the occurrence of any event specified in  Section 4.1, Section 4.2, Section 4.3 or Section 4.4, the Company shall give written  notice of the occurrence of such event to each Registered Holder of a Warrant, at the last  address set forth for such holder in the Warrant Register, of the record date or the  effective date of the event.  Failure to give such notice, or any defect therein, shall not  affect the legality or validity of such event.  4.7 No Fractional Shares.  Notwithstanding any provision contained in this  Agreement to the contrary, the Company shall not issue fractional shares upon the  exercise of Warrants.  If, by reason of any adjustment made pursuant to this Section 4 or  as a result of a holder holding a fraction of a Warrant, the holder of any Warrant would  be entitled, upon the exercise of such Warrant or fraction of a Warrant, to receive a  fractional interest in a share, the Company shall pay an amount in cash equal to the Last  Reported Sales Price of the Common Shares, as determined on the date the Warrant is  presented for exercise, multiplied by such fraction, computed to the nearest whole U.S.  cent.  The Warrant Agent may request funding to cover fractional payments.  The  Warrant Agent shall have no obligation to make fractional payments unless the Company  shall have provided the necessary funds to pay in full all amounts due and payable with  respect thereto.  4.8 Form of Warrant.  The form of Warrant need not be changed because of  any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may  state the same Exercise Price and the same number of shares as is stated in the Warrants  initially issued pursuant to this Agreement; provided that the Company may at any time  in its sole discretion make any change in the form of Warrant that the Company may  deem appropriate and that does not affect the substance thereof or the rights, duties and  immunities of the Warrant Agent, and any Warrant thereafter issued or countersigned,  whether in exchange or substitution for an outstanding Warrant or otherwise, may be in  the form as so changed.  4.9 Other Events.  In case any event shall occur affecting the Company as to  which none of the provisions of preceding subsections of this Section 4 are strictly  applicable, but which would require an adjustment to the terms of the Warrants in order  to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose  of this Section 4, then, in each such case, the Company shall appoint a firm of  independent public accountants, investment banking or other appraisal firm of recognized  national standing, which shall give its opinion as to whether or not any adjustment to the  rights represented by the Warrants is necessary to effectuate the intent and purpose of this  Section 4 and, if they determine that an adjustment is necessary, the terms of such  





 






  13  adjustment.  The Company shall adjust the terms of the Warrants in a manner that is  consistent with any adjustment recommended in such opinion.  4.10 Other Adjustments.  The Company may, but shall not be required to, make  such increases in the number of Common Shares issuable on exercise of each Warrant, in  addition to those required by this Section 4, as the Board considers to be advisable in  order to avoid or diminish any income tax to any holders of shares of Common Shares  resulting from any dividend or distribution of stock or issuance of rights or warrants to  purchase or subscribe for stock or from any event treated as such for income tax purposes  or for any other reason.  5. Transfer and Exchange of Warrants.  5.1 Registration of Transfer.  The Warrants and all rights under the Warrant  Certificate may be sold, assigned, transferred, pledged, encumbered or in any other  manner transferred or disposed of, in whole or in part, by the Registered Holder or by  duly authorized attorney, subject to any applicable law, rule or regulation of any  applicable governmental authority (including any rules or regulations promulgated by the  Commission or any applicable national securities exchange) and, in the case of CM  Bermuda Limited, Section 4 of that certain Investor Rights Agreement, by and among the  Company, CM Bermuda Limited, and any other Person that may thereafter become a  party thereto in the capacity as a shareholder of the Company in accordance with the  terms and provisions thereof, dated as of February 26, 2021.  The Warrant Agent shall  register the transfer, from time to time, of any outstanding Warrant upon the Warrant  Register, upon surrender of such Warrant for transfer, properly completed and duly  endorsed with signatures properly guaranteed pursuant to Rule 17Ad-15 under the  Exchange Act and accompanied by appropriate instructions for transfer.  Upon any such  transfer, a new Warrant representing an equal aggregate number of Warrants shall be  issued and the old Warrant shall be cancelled by the Warrant Agent.  The Warrants so  cancelled shall be delivered by the Warrant Agent to the Company from time to time  upon request.  5.2 Procedure for Surrender of Warrants.  Warrants may be surrendered to the  Warrant Agent, together with a written request for exchange or transfer, and thereupon  the Warrant Agent shall issue in exchange therefor one or more new Warrants as  requested by the Registered Holder of the Warrants so surrendered, representing an equal  aggregate number of Warrants; provided that, except as otherwise provided herein, each  Warrant may be transferred only in whole.  5.3 Service Charges.  No service charge shall be made for any exchange or  registration of transfer of Warrants.  5.4 Warrant Execution and Countersignature.  The Warrant Agent is hereby  authorized to countersign, in manual, facsimile or electronic form, and to deliver, in  





 






  14  accordance with the terms of this Agreement, the Warrants required to be issued pursuant  to the provisions of this Section 5, and the Company, whenever required by the Warrant  Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the  Company for such purpose.  6. Other Provisions Relating to Rights of Holders of Warrants.  6.1 No Rights as Shareholder.  A Warrant does not entitle the Registered  Holder thereof to any of the rights of a shareholder of the Company, including, without  limitation, the right to receive dividends or other distributions, exercise any preemptive  rights, vote, to consent or to receive notice as shareholders in respect of the meetings of  shareholders or the election of directors of the Company or any other matter.  6.2 Lost, Stolen, Mutilated, or Destroyed Warrant Certificates.  If any Warrant  Certificate is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent  may on such terms as to indemnity or otherwise as they may in their discretion impose,  including, the posting of a bond (which shall, in the case of a mutilated Warrant  Certificate, include the surrender thereof), issue a new Warrant Certificate of like  denomination, tenor, and date as the Warrant Certificate so lost, stolen, mutilated, or  destroyed.  Any such new Warrant Certificate shall constitute a substitute contractual  obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or  destroyed Warrant Certificate shall be at any time enforceable by anyone.  6.3 Reservation of Common Shares.  The Company shall at all times reserve  and keep available a number of its authorized but unissued Common Shares that shall be  sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this  Agreement.  6.4 Registration of the Common Shares. The Company shall use its reasonable  best efforts to procure, or cause to be procured, at its sole expense, the listing of the  Common Shares issuable upon exercise of such Warrants, subject to issuance or notice of  issuance, on the New York Stock Exchange (or the principal stock exchange on which  such Common Shares are then listed or traded) promptly after such Common Shares are  eligible for listing thereon.  For the avoidance of any doubt, unless and until all of the  Warrants have been exercised, the Company shall continue to be obligated to comply  with its registration obligations under the first sentence of this Section 6.4.  7. Concerning the Warrant Agent and Other Matters.  7.1 Payment of Taxes.  The Company shall be obligated to pay any stamp tax,  transfer taxes and similar taxes in respect of the issuance and exercise of the Warrants  and the issuance of the Common Shares upon the exercise of a Warrant (in each case to  the extent they are imposed by a Bermuda taxing authority), other than any transfer tax  with respect to the issuance of Common Shares to any person other than the registered  





 






  15  holder of the Warrant, which shall be paid by the holder thereof.  The Warrant Agent  shall not have any duty or obligation to take any action under any section of this  Agreement or any Warrant that requires the payment of taxes and/or charges unless and  until it is satisfied that all such payments have been made.  7.2 Resignation, Removal, Consolidation, or Merger of Warrant Agent.  7.2.1 Appointment of Successor Warrant Agent.  The Warrant Agent, or  any successor to it hereafter appointed, may resign its duties and be discharged from all  further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to  the Company.  The Company may remove the Warrant Agent or any successor Warrant  Agent upon thirty (30) days’ notice in writing to the Warrant Agent.  If the office of the  Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the  Company shall appoint in writing a successor Warrant Agent in place of the Warrant  Agent.  If the Company shall fail to make such appointment within a period of thirty  (30) days after it has been notified in writing of such resignation, removal or incapacity  by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit  his Warrant for inspection by the Company), then the holder of any Warrant may apply to  the Supreme Court of the State of New York for the County of New York for the  appointment of a successor Warrant Agent at the Company’s cost.  Any successor  Warrant Agent, whether appointed by the Company or by such court, shall be an entity  organized and existing under the laws of the United States of America or any state  thereof, in good standing and having its principal office in the Borough of Manhattan,  City and State of New York, and authorized under such laws to exercise corporate trust  powers and subject to supervision or examination by federal or state authority.  After  appointment, any successor Warrant Agent shall be vested with all the authority, powers,  rights, immunities, duties, and obligations of its predecessor Warrant Agent with like  effect as if originally named as Warrant Agent hereunder, without any further act or deed;  but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent  shall execute and deliver, at the expense of the Company and without assumption of any  additional liability in connection therewith, an instrument transferring to such successor  Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent  hereunder; and upon request of any successor Warrant Agent the Company shall make,  execute, acknowledge, and deliver any and all instruments in writing for more fully and  effectually vesting in and confirming to such successor Warrant Agent all such authority,  powers, rights, immunities, duties, and obligations.  7.2.2 Notice of Successor Warrant Agent.  In the event a successor  Warrant Agent shall be appointed, the Company shall give notice thereof to the  predecessor Warrant Agent and the Transfer Agent for the Common Shares not later than  the effective date of any such appointment.  7.2.3 Merger or Consolidation of Warrant Agent.  Any entity into which  the Warrant Agent may be merged or with which it may be consolidated or any entity  





 






  16  resulting from any merger or consolidation to which the Warrant Agent shall be a party  shall be the successor Warrant Agent under this Agreement without any further act.  7.3 Fees and Expenses of Warrant Agent.  7.3.1 Remuneration.  The Company agrees to pay the Warrant Agent  reasonable remuneration (as agreed upon in writing by the Company and the Warrant  Agent) for its services as such Warrant Agent hereunder and shall reimburse the Warrant  Agent upon demand for all of its reasonable out-of-pocket expenses (including  reasonable counsel fees and expenses) incurred in the preparation, delivery, negotiation,  amendment, administration and execution of this Agreement and the exercise and  performance of its duties hereunder.  7.3.2 Further Assurances.  The Company agrees to perform, execute,  acknowledge, and deliver or cause to be performed, executed, acknowledged, and  delivered all such further and other acts, instruments, and assurances as may reasonably  be required by the Warrant Agent for the carrying out or performing of the provisions of  this Agreement.  7.4 Liability of Warrant Agent.  7.4.1 Reliance on Company Statement.  Whenever in the performance of  its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable  that any fact or matter be proved or established by the Company prior to taking or  suffering any action hereunder, such fact or matter (unless other evidence in respect  thereof be herein specifically prescribed) may be deemed to be conclusively proved and  established by a statement signed by the President, Chief Executive Officer, Chief  Financial Officer, Secretary or other principal officer of the Company and delivered to  the Warrant Agent.  The Warrant Agent may rely upon such statement for any action  taken or suffered by it pursuant to the provisions of this Agreement.  7.4.2 Indemnity.  The Warrant Agent shall be liable hereunder only for  its own gross negligence, willful misconduct or bad faith (each as determined by a court  of competent jurisdiction in final and non-appealable decision).  The Company agrees to  indemnify the Warrant Agent and save it harmless against any and all loss, liability,  damage, judgment, fine, penalty, claim, demand, settlement, cost, or expense (including  reasonable fees of its legal counsel), which may be paid, incurred or suffered by or to  which it may become subject, arising from or out of, directly or indirectly, any claims or  liability resulting from its actions as Warrant Agent pursuant hereto, except as a result of  the Warrant Agent’s gross negligence, willful misconduct or bad faith (each as  determined by a court of competent jurisdiction in a final and non-appealable decision).   The costs and expenses incurred in enforcing this right of indemnification shall be paid  by the Company.  





 






  17  7.4.3 Exclusions.  The Warrant Agent shall have no responsibility with  respect to the validity of this Agreement or with respect to the validity or execution of  any Warrant (except its countersignature thereof).  The Warrant Agent shall not be liable  for or by reason of any of the statements of fact or recitals contained in this Warrant  Agreement or in the Warrant (except its countersignature thereof) or be required to verify  the same, and all such statements and recitals are and shall be deemed to have been made  by the Company only; nor shall it be responsible for any breach by the Company of any  covenant or condition contained in this Agreement or in any Warrant.  The Warrant  Agent shall not be responsible to make any adjustments required under the provisions of  Section 4 or responsible for the manner, method, or amount of any such adjustment or the  ascertaining of the existence of facts that would require any such adjustment; nor shall it  by any act hereunder be deemed to make any representation or warranty as to the  authorization or reservation of any Common Shares to be issued pursuant to this  Agreement or any Warrant or as to whether any Common Shares shall, when issued, be  valid and fully paid and nonassessable.  7.4.4 Limitation of Liability.  Notwithstanding anything contained  herein to the contrary, the Warrant Agent’s aggregate liability (other than liability arising  from the Warrant Agent’s willful misconduct, as determined by a final non-appealable  order of a court of competent jurisdiction) during any term of this Warrant Agreement  with respect to, arising from, or arising in connection with this Warrant Agreement, or  from all services provided or omitted to be provided under this Warrant Agreement,  whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the  amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but  not including reimbursable expenses, during the twelve (12) months immediately  preceding the event for which recovery from Warrant Agent is being sought.  Neither  party to this Warrant Agreement shall be liable to the other party for any consequential,  indirect, special or incidental damages under any provisions of this Warrant Agreement  or for any consequential, indirect, punitive, special or incidental damages arising out of  any act or failure to act hereunder even if that party has been advised of or has foreseen  the possibility of such damages.  7.5 Rights and Duties of Warrant Agent.  7.5.1 Counsel.  The Warrant Agent may consult with legal counsel (who  may be legal counsel for the Company), and the opinion or advice of such counsel shall  be full and complete authorization and protection to the Warrant Agent as to any action  taken or omitted by it in the absence of bad faith and in accordance with such opinion or  advice.  7.5.2 No Duty of Demand.  The Warrant Agent shall not have any duty  or responsibility in the case of the receipt of any written demand from any holder of  Warrants with respect to any action or default by the Company, including, without  





 






  18  limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to  initiate any proceedings at law or otherwise or to make any demand upon the Company.  7.5.3 Freedom to Trade in Company Securities.  The Warrant Agent and  any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal  in any of the Warrants or other securities of the Company or become pecuniarily  interested in any transaction in which the Company may be interested, or contract with or  lend money to the Company or otherwise act as fully and freely as though it were not  Warrant Agent under this Warrant Agreement.  Nothing herein shall preclude the  Warrant Agent from acting in any other capacity for the Company or for any other legal  entity.  7.5.4 Reliance on Attorneys and Agents.  The Warrant Agent may  execute and exercise any of the rights or powers hereby vested in it or perform any duty  hereunder either itself or by or through its attorney or agents, and the Warrant Agent shall  not be responsible for any act, default, neglect or misconduct of any such attorney or  agents or for any loss to the Company resulting from any such act, default, neglect or  misconduct, absent gross negligence, bad faith or willful misconduct (each as determined  by a final non-appealable judgment of a court of competent jurisdiction) in the selection  and continued employment thereof.  7.5.5 No Risk of Own Funds.  The Warrant Agent shall not be obligated  to expend or risk its own funds or to take any action that it believes would expose or  subject it to expense or liability or to a risk of incurring expense or liability, unless it has  been furnished with assurances of repayment or indemnity satisfactory to it.  7.5.6 Company Instructions.  At any time, the Warrant Agent may apply  to any officer of the Company for instruction, and may consult with legal counsel for the  Warrant Agent or the Company with respect to any matter arising in connection with the  services to be performed by the Warrant Agent under this Agreement.  The Warrant  Agent and its agents and subcontractors shall not be liable and shall be indemnified by  Company for any action taken or omitted by Warrant Agent in reliance upon any  Company instructions or upon the advice or opinion of such counsel.  The Warrant Agent  shall not be held to have notice of any change of authority of any person, until receipt of  written notice thereof from the Company.  7.6 Acceptance of Agency.  The Warrant Agent hereby accepts the agency  established by this Agreement and agrees to perform the same upon the express terms and  conditions herein set forth and among other things, shall account as soon as practicable to  the Company with respect to Warrants exercised and concurrently account for, and pay to  the Company, all monies received by the Warrant Agent for the purchase Common  Shares through the exercise of the Warrants.  The Warrant Agent shall not assume any  obligations or relationship of agency or trust with any of the owners or holders of the  Warrants.  





 






  19  7.7 Survival.  The provisions of this Section 7 shall survive the expiration of  the Warrants, the termination of this Agreement and the resignation, replacement or  removal of the Warrant Agent.  8. Miscellaneous Provisions.  8.1 Successors.  All the covenants and provisions of this Agreement by or for  the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of  their respective successors and assigns.  8.2 Notices.  Any notice, statement or demand authorized by this Agreement  to be given or made by the Warrant Agent or by the holder of any Warrant to or on the  Company shall be sufficiently given when so delivered if by hand or overnight delivery  or if sent by certified mail or private courier service within five (5) days after deposit of  such notice, postage prepaid, addressed (until another address is filed in writing by the  Company with the Warrant Agent), as follows:  SiriusPoint Ltd.  Point House  3 Waterloo Lane  Pembroke HM 08 Bermuda  Attention:  David W. Junius  Any notice, statement or demand authorized by this Agreement to be given or made by  the holder of any Warrant or by the Company to or on the Warrant Agent shall be  sufficiently given if in writing and when so delivered if by hand or overnight delivery or  if sent by certified mail or private courier service within five (5) days after deposit of  such notice, postage prepaid, addressed (until another address is filed in writing by the  Warrant Agent with the Company), as follows:  Computershare Inc.  Computershare Trust Company, N.A.  150 Royall Street  Canton, MA 02021  Attention: Client Services    Any notice, statement or demand authorized to be given or made by the Warrant  Agent or the Company to the holder of any Warrant shall be in writing and shall be  delivered by hand or sent by first-class mail, postage prepaid or registered or certified mail  or overnight courier service, addressed.  8.3 Applicable Law.  The validity, interpretation, and performance of this  Agreement and of the Warrants shall be governed in all respects by the laws of the State  of New York, without giving effect to conflicts of law principles that would result in the  





 






  20  application of the substantive laws of another jurisdiction.  The Company hereby agrees  that any action, proceeding or claim against it arising out of or relating in any way to this  Agreement shall be brought and enforced in the courts of the State of New York or the  United States District Court for the Southern District of New York, and irrevocably  submits to such jurisdiction, which jurisdiction shall be exclusive.  The Company hereby  waives any objection to such exclusive jurisdiction and that such courts represent an  inconvenient forum.  8.4 Persons Having Rights under this Agreement.  Nothing in this Agreement  shall be construed to confer upon, or give to, any person or corporation other than the  parties hereto and the Registered Holders of the Warrants any right, remedy, or claim  under or by reason of this Agreement or of any covenant, condition, stipulation, promise,  or agreement hereof.  All covenants, conditions, stipulations, promises, and agreements  contained in this Agreement shall be for the sole and exclusive benefit of the parties  hereto and their successors and assigns and of the Registered Holders of the Warrants.  8.5 Examination of the Warrant Agreement.  A copy of this Agreement shall  be available at all reasonable times at the office of the Warrant Agent designated for such  purposes, for inspection by the Registered Holder of any Warrant.  The Warrant Agent  may require any such holder to submit his, her or its Warrant for inspection by it.  8.6 Counterparts.  This Agreement may be executed in any number of original  or facsimile counterparts and each of such counterparts shall for all purposes be deemed  to be an original, and all such counterparts shall together constitute but one and the same  instrument.  Facsimile signatures (or .pdf copy via e-mail attachment) shall constitute  original signatures for all purposes of this Agreement.  8.7 Effect of Headings.  The section headings herein are for convenience only  and are not part of this Agreement and shall not affect the interpretation thereof.  8.8 Amendments.  This Agreement may be amended by the parties hereto  without the consent of any Registered Holder for the purpose of curing any ambiguity, or  curing, correcting or supplementing any defective provision contained herein or adding or  changing any other provisions with respect to matters or questions arising under this  Agreement as the parties may deem necessary or desirable and that the parties deem shall  not adversely affect the interest of the Registered Holders.  All other modifications or  amendments, including any amendment to increase the Exercise Price (except as set forth  herein) or shorten the Exercise Period, shall require the vote or written consent of the  Registered Holders of 65% of the then outstanding Warrants.  Notwithstanding the  foregoing, the Company may lower the Exercise Price or extend the duration of the  Exercise Period pursuant to Section 3.2 without the consent of the Registered Holders.   No amendment or modification to this Agreement shall be effective unless duly executed  by the Warrant Agent and as a condition precedent to the execution and delivery by the  Warrant Agent of any amendment to this Agreement, the Company shall deliver a  





 






  21  certificate executed by an officer of the Company which states that the proposed  amendment or modification is in compliance with the terms of this Section 8.8.  8.9 Severability.  This Agreement shall be deemed severable, and the  invalidity or unenforceability of any term or provision hereof shall not affect the validity  or enforceability of this Agreement or of any other term or provision hereof.   Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties  hereto intend that there shall be added as a part of this Agreement a provision as similar  in terms to such invalid or unenforceable provision as may be possible and be valid and  enforceable; provided, however, that if any excluded provision shall adversely affect the  rights, immunities, liabilities, duties or obligations of the Warrant Agent in any material  respect (after giving effect to any such similar provision), the Warrant Agent shall be  entitled to resign immediately upon written notice to the Company.  8.10 Force Majeure.  Notwithstanding anything to the contrary contained  herein, the Warrant Agent shall not be liable for any delays or failures in performance  resulting from acts beyond its reasonable control including, without limitation, acts of  God, terrorist acts, epidemics, pandemics, shortage of supply, breakdowns or  malfunctions, interruptions or malfunctions of any utilities, communications, or computer  facilities, or loss of data due to power failures or mechanical difficulties with information  storage or retrieval systems, labor difficulties, war or civil unrest (a “Force Majeure  Event”).  This provision has no effect on the Company’s liability for the performance of  its obligations under the Warrants.  Notwithstanding anything to the contrary in the  foregoing, if the Warrant Agent is delayed or fails to perform its obligations under this  Agreement as the result of any Force Majeure Event for ninety (90) days, or any actions  taken by the Warrant Agent in response to such Force Majeure Event, whether required  by applicable law or in response to guidelines or recommendations issued by a  governmental authority or otherwise, the Warrant Agent and the Company will negotiate  in good faith to find alternative means of satisfying the Warrant Agent’s obligations  hereunder, including, but not limited to, replacing the Warrant Agent.  8.11 Bank Accounts.  All funds received by Computershare under this  Agreement that are to be distributed or applied by Computershare in the performance of  services hereunder (the “Funds”) shall be held by Computershare as agent for the  Company and deposited in one or more bank accounts to be maintained by  Computershare in its name as agent for the Company.  Until paid pursuant to the terms of  this Agreement, Computershare will hold the Funds through such accounts in: deposit  accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average  rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long  Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by  Bloomberg Finance L.P.).  The Warrant Agent shall have no responsibility or liability for  any diminution of the Funds that may result from any deposit made by Computershare in  accordance with this paragraph, including any losses resulting from a default by any  





 






  22  bank, financial institution or other third party.  Computershare may from time to time  receive interest, dividends or other earnings in connection with such deposits.  The  Warrant Agent shall not be obligated to pay such interest, dividends or earnings to the  Company, any holder or any other party.  8.12 Confidentiality.  The Warrant Agent and the Company agree that all  books, records, information and data pertaining to the business of the other party,  including inter alia, personal, non-public warrant holder information, which are  exchanged or received pursuant to the negotiation or the carrying out of this Agreement  including the fees for services hereunder shall remain confidential, and shall not be  disclosed to any other person, until the second anniversary of the earlier of the  termination of this Agreement and the resignation, replacement or removal of the  Warrant Agent, except as may be required by law, including, without limitation, pursuant  to subpoenas from state or federal government authorities (e.g., in divorce and criminal  actions).  8.13 Certain Definitions.  The terms defined in this Section 8.13 (except as  herein otherwise expressly provided or unless the context otherwise requires) for all  purposes of this Agreement shall have the respective means specified in this Section 8.13.  “Business Day” means any day except a Saturday, a Sunday or other day on  which the Commission or the banks in the City of New York, New York or Hamilton,  Bermuda are authorized or required by law to be closed.  “Effective Date” means the first date on which the Common Shares trade on the  applicable exchange or in the applicable market, regular way, reflecting the relevant share  split or share combination, as applicable.  “Ex-Dividend Date” means the first date on which the Common Shares trade on  the applicable exchange or in the applicable market, regular way, without the right to  receive the issuance, dividend or distribution in question, from the Company or, if  applicable, from the seller of the Common Shares on such exchange or market (in the  form of due bills or otherwise) as determined by such exchange or market.  “Last Reported Sale Price” on any date means the closing sale price per Common  Share (or if no closing sale price is reported, the average of the bid and ask prices or, if  more than one in either case, the average of the average bid and the average ask prices)  on that date as reported in composite transactions for the principal U.S. national or  regional securities exchange on which the Common Shares are traded.  If the Common  Shares are not listed for trading on a U.S. national or regional securities exchange on the  relevant date, the “Last Reported Sale Price” shall be the last quoted bid price for the  Common Shares in the over-the-counter market on the relevant date as reported by OTC  Markets Group Inc. or a similar organization.  If the Common Shares are not so quoted,  the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and  





 






  23  ask prices for the Common Shares on the relevant date from each of at least three  nationally recognized independent investment banking firms selected by the Company for  this purpose. The “Last Reported Sale Price” shall be determined without regard to after- hours trading or any other trading outside of regular trading session hours.  “Market Disruption Event” means (a) a failure by the primary U.S. national or  regional securities exchange or market on which the Common Shares are listed or  admitted for trading to open for trading during its regular trading session or (b) the  occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled  Trading Day for the Common Shares for more than one half-hour period in the aggregate  during regular trading hours of any suspension or limitation imposed on trading (by  reason of movements in price exceeding limits permitted by the relevant stock exchange  or otherwise) in the Common Shares or in any options contracts or futures contracts  traded on any U.S. exchange relating to the Common Shares.  “Market Price” of the Common Shares on any date means the closing sale price  per share (or if no closing sale price is reported, the average of the bid and ask prices or,  if more than one in either case, the average of the average bid and the average ask prices)  on that date as reported in composite transactions for the principal U.S. national or  regional securities exchange on which the Common Shares are traded.  If the Common  Shares are not listed for trading on a U.S. national or regional securities exchange on the  relevant date, the “Market Price” shall be the last quoted bid price for the Common  Shares in the over-the-counter market on the relevant date as reported by OTC Markets  Group Inc. or a similar organization.  If the Common Shares are not so quoted, the  “Market Price” shall be the average of the mid-point of the last bid and ask prices for the  Common Shares on the relevant date from each of at least three nationally recognized  independent investment banking firms selected by the Company for this purpose.  The  “Market Price” shall be determined without regard to after-hours trading or any other  trading outside of regular trading session hours.  “Scheduled Trading Day” means a day that is scheduled to be a Trading Day on  the principal U.S. national or regional securities exchange or market on which the  Common Shares are listed or admitted for trading.  If the Common Shares are not so  listed or admitted for trading, “Scheduled Trading Day” means a Business Day.  “Trading Day” means, except for purposes of determining any volume weighted  average price as reported during any specified period as set forth below, a day on which  (i) trading in the Common Shares (or other security for which a closing sale price must be  determined) generally occurs on the principal U.S. national or regional securities  exchange on which the Common Shares (or such other security) are then listed or, if the  Common Shares are (or such other security is) not then listed on a U.S. national or  regional securities exchange, on the principal other market on which the Common Shares  are (or such other security is) then traded and (ii) a Market Price for the Common Shares  (or closing sale price for such other security) is available on such securities exchange or  





 






  24  market; provided that if the Common Shares are (or such other security is) not so listed or  traded, “Trading Day” means a Business Day; provided, further, that for purposes only of  determining any volume weighted average price as reported during any specified period,  “Trading Day” means a day on which (x) there is no Market Disruption Event and  (y) trading in the Common Shares generally occurs on the principal other U.S. national or  regional securities exchange on which the Common Shares are then listed or, if the  Common Shares are not then listed on a U.S. national or regional securities exchange, on  the principal other market on which the Common Shares are then listed or admitted for  trading, except that if the Common Shares are not so listed or admitted for trading,  “Trading Day” means a Business Day.  Exhibit A Legend — Form of Warrant Certificate  [Signature page follows]    





 






  [Signature Page to Warrant Agreement]  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be  duly executed as of the date first above written.  SIRIUSPOINT LTD.  By /s/ David W. Junius   Name:  David W. Junius   Title:    Chief Financial Officer    WARRANT AGENT  COMPUTERSHARE, INC.  COMPUTERSHARE TRUST COMPANY,  N.A.  By /s/ Collin Ekeogu   Name:  Collin Ekeogu   Title:    Manager, Corporate Actions    





 






  Ex. A - 1  1006103892v15  EXHIBIT A  THIS WARRANT IS REGISTERED IN THE NAME OF A DEPOSITARY OR  A NOMINEE OF A DEPOSITARY.  UNLESS AND UNTIL IT IS EXCHANGED IN  WHOLE OR IN PART FOR COMMON SHARES, THIS WARRANT MAY NOT BE  TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE  OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE  DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE  DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A  NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK  CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS  AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND  ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR  SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.,  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE  HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN  INTEREST HEREIN.  [FACE]  Number  Warrants  THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO  THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR  IN THE WARRANT AGREEMENT DESCRIBED BELOW  SIRIUSPOINT LTD.  Incorporated Under the Laws of Bermuda  CUSIP G8192H 114  Warrant Certificate  This Warrant Certificate certifies that [___], or registered assigns, is the  registered holder of warrant(s) (the “Warrants” and each, a “Warrant”) to purchase  common shares, $0.10 par value (the “Common Shares”), of SiriusPoint Ltd., a Bermuda  exempted company limited by shares (the “Company”).  Each Warrant entitles the  





 






  Ex. A - 2  1006103892v15  holder, upon exercise during the period set forth in the Warrant Agreement referred to on  the reverse hereof to receive from the Company that number of fully paid and  nonassessable Common Shares as set forth below, at the exercise price (the “Exercise  Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or  through “cashless exercise” as provided for in the Warrant Agreement) of the United  States of America upon surrender of this Warrant Certificate and payment of the Exercise  Price at the office or agency of the Warrant Agent referred to below, subject to the  conditions set forth herein and in the Warrant Agreement.  Defined terms used in this  Warrant Certificate but not defined herein shall have the meanings given to them in the  Warrant Agreement.  Each whole Warrant is initially exercisable for one fully paid and non-assessable  Common Share.  The number of Common Shares issuable upon exercise of the Warrants  is subject to adjustment upon the occurrence of certain events set forth in the Warrant  Agreement.  The initial Exercise Price per Common Share for any Warrant is equal to $11.00.   Only whole Warrants are exercisable.  The Exercise Price is subject to adjustment upon  the occurrence of certain events set forth in the Warrant Agreement.  Subject to the conditions set forth in the Warrant Agreement, the Warrants may be  exercised only during the Exercise Period and to the extent not exercised by the end of  such Exercise Period, such Warrants shall become void.  Reference is hereby made to the further provisions of this Warrant Certificate set  forth on the reverse hereof and such further provisions shall for all purposes have the  same effect as though fully set forth at this place.  This Warrant Certificate shall not be valid unless countersigned by the Warrant  Agent, as such term is used in the Warrant Agreement.  This Warrant Certificate shall be governed by and construed in accordance with  the internal laws of the State of New York.     





 






  Ex. A - 3  1006103892v15  SIRIUSPOINT LTD.  By:     Name:   Title:  COMPUTERSHARE, INC.  COMPUTERSHARE TRUST COMPANY,  N.A., AS WARRANT AGENT  By:     Name:   Title:    





 






  Ex. A - 4  1006103892v15  [Form of Warrant Certificate]  [Reverse]  The Warrants evidenced by this Warrant Certificate are part of a duly authorized  issue of Warrants entitling the holder on exercise to receive Common Shares and are  issued or to be issued pursuant to a Warrant Agreement dated as of February 26, 2021  (the “Warrant Agreement”), duly executed and delivered by the Company to  Computershare Inc., a Delaware corporation, and its wholly owned subsidiary,  Computershare Trust Company, N.A., a federally chartered trust company (collectively,  in such capacity, the “Warrant Agent”), which Warrant Agreement is hereby  incorporated by reference in and made a part of this instrument and is hereby referred to  for a description of the rights, limitation of rights, obligations, duties and immunities  thereunder of the Warrant Agent, the Company and the holders (the words “holders” or  “holder” meaning the Registered Holders or Registered Holder) of the Warrants.  A copy  of the Warrant Agreement may be obtained by the holder hereof upon written request to  the Company.  Defined terms used in this Warrant Certificate but not defined herein shall  have the meanings given to them in the Warrant Agreement.  Warrants may be exercised at any time during the Exercise Period set forth in the  Warrant Agreement.  The holder of Warrants evidenced by this Warrant Certificate may  exercise them by surrendering this Warrant Certificate, with the form of election to  purchase set forth hereon properly completed and executed, together with payment of the  Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as  provided for in the Warrant Agreement) at the principal corporate trust office of the  Warrant Agent.  In the event that upon any exercise of Warrants evidenced hereby the  number of Warrants exercised shall be less than the total number of Warrants evidenced  hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant  Certificate evidencing the number of Warrants not exercised.  The Warrant Agreement provides that upon the occurrence of certain events the  Exercise Price may, subject to certain conditions, be adjusted.  If, upon exercise of a  Warrant, the holder thereof would be entitled to receive a fractional interest in a Common  Share, the Company shall pay cash in lieu of such fractional interest pursuant to  Section 4.7 of the Warrant Agreement.  Warrant Certificates, when surrendered at the designated office of the Warrant  Agent by the Registered Holder thereof in person or by legal representative or attorney  duly authorized in writing, may be exchanged, in the manner and subject to the  limitations provided in the Warrant Agreement, but without payment of any service  charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in  the aggregate a like number of Warrants.  





 






  Ex. A - 5  1006103892v15  Upon due presentation for registration of transfer of this Warrant Certificate at the  office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like  tenor and evidencing in the aggregate a like number of Warrants shall be issued to the  transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided  in the Warrant Agreement, without charge except for any tax or other governmental  charge due under the Warrant Agreement.  The Company and the Warrant Agent may deem and treat the Registered  Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding  any notation of ownership or other writing hereon made by anyone), for the purpose of  any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes,  and neither the Company nor the Warrant Agent shall be affected by any notice to the  contrary.  Neither the Warrants nor this Warrant Certificate entitles any holder hereof to  any rights of a stockholder of the Company.    





 






  Ex. A - 6  1006103892v15  Election to Purchase  (To Be Executed Upon Exercise of Warrant)  The undersigned hereby irrevocably elects to exercise the right, represented by  this Warrant Certificate, to receive Common Shares and herewith tenders payment for  such shares to the order of SiriusPoint Ltd. (the “Company”) in the amount of $[___] in  accordance with the terms hereof.  The undersigned requests that a book-entry position  (or certificate if the undersigned so requests) for such Common Shares be registered in  the name of [___], whose address is [___].  If said number of Common Shares is less than  all of the Common Shares purchasable hereunder, the undersigned requests that a new  Warrant Certificate representing the remaining balance of such shares be registered in the  name of [___], whose address is [___], and that such Warrant Certificate be delivered to  [___], whose address is [___].  [In the event that the Warrant may be exercised, to the extent allowed by the  Warrant Agreement, through “cashless exercise” (i) the number of Common Shares that  this Warrant is exercisable for would be determined in accordance with Section 3.3.2 of  the Warrant Agreement which allows for such “cashless exercise” and (ii) the holder  hereof shall complete the following:  The undersigned hereby irrevocably elects to  exercise the right, represented by this Warrant Certificate, through the “cashless exercise”  provisions of the Warrant Agreement, to receive Common Shares.  If said number of  Common Shares is less than all of the Common Shares purchasable hereunder (after  giving effect to the “cashless exercise”), the undersigned requests that a new Warrant  Certificate representing the remaining balance of such shares be registered in the name  of, whose address is, and that such Warrant Certificate be delivered to, whose address  is.]1  Date: [___] (Signature)  (Address)      (Tax Identification Number)                                                    1  To be included if holder is exercising this Warrant through a “cashless exercise”.  





 






  Ex. A - 7  1006103892v15  Signature Guaranteed:      THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE  GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN  ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED  SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C.  RULE 17Ad-15).