exhibt43






               SECOND SUPPLEMENTAL INDENTURE  between   ATLAS FINANCIAL HOLDINGS, INC.,   as Issuer,   and   WILMINGTON TRUST, NATIONAL ASSOCIATION,   as Trustee   6.625%/7.25% Senior Unsecured PIK Toggle Notes due 2027  Dated as of April 14, 2022              





 






      TABLE OF CONTENTS    Page  ARTICLE I  2027 NOTES  SECTION 1.01  Definitions ...................................................................................................................................... 2  SECTION 1.02  Establishment of 2027 Notes ........................................................................................................... 3  SECTION 1.03  Payment of Principal and Interest .................................................................................................. 4  SECTION 1.04  Denominations ................................................................................................................................ 5  SECTION 1.05  Global Securities ............................................................................................................................ 5  SECTION 1.06  Transfer and Exchange ................................................................................................................... 6  SECTION 1.07  Defeasance ...................................................................................................................................... 9  SECTION 1.08  Redemption at the Option of the Company ..................................................................................... 9  SECTION 1.09  No Sinking Fund ............................................................................................................................. 9  SECTION 1.10  Material Subsidiaries ...................................................................................................................... 9  ARTICLE II  2027 NOTES ISSUED FOR 2017 NOTES; SATISFACTION AND DISCHARGE OF 2017  NOTES  SECTION 2.01  2027 Notes Issued for 2017 Notes ................................................................................................ 10  SECTION 2.02  Cancellation of 2017 Notes; Satisfaction and Discharge of 2017 Notes ...................................... 11  SECTION 2.03  Undertaking to Register Certain 2027 Notes ................................................................................ 11  ARTICLE III  MISCELLANEOUS PROVISIONS  SECTION 3.01  2027 Notes Unaffected by Other Supplemental Indentures .......................................................... 11  SECTION 3.02  Trustee Not Responsible for Recitals ............................................................................................ 11  SECTION 3.03  Ratification and Incorporation of Original Indenture .................................................................. 11  SECTION 3.04  Governing Law ............................................................................................................................. 11  SECTION 3.05  Separability ................................................................................................................................... 11  SECTION 3.06  Executed in Counterparts ............................................................................................................. 12  SECTION 3.07  Amendment of Section 8.06 of the Base Indenture ........................................................................ 12  SECTION 3.08  Amendment of Section 15.04 of the Base Indenture ...................................................................... 12  EXHIBIT A Form of 6.625%/7.25% Senior Unsecured PIK Toggle Notes due 2027 A-1    EXHIBIT B Form of Certificate of Transfer B-1  





 






        EXHIBIT C Form of Certificate of Exchange C-1  





 






  1       This SECOND SUPPLEMENTAL INDENTURE, dated as of April 14, 2022 (this “Second Supplemental  Indenture”), between Atlas Financial Holdings, Inc., a Cayman Islands exempted limited liability company (the  “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee”), supplementing the Indenture,  dated as of April 26, 2017 (the “Base Indenture”), as supplemented by that First Supplemental Indenture, dated as of  April 26, 2017 by and between the Company and the Trustee (the “First Supplemental Indenture” and the Base  Indenture as supplemented by the First Supplemental Indenture, the “Original Indenture”), between the Company  and the Trustee.  RECITALS   WHEREAS, the Company executed and delivered the Base Indenture to the Trustee to provide for the future  issuance of the Company’s senior debt securities (the “Securities”), to be issued from time to time in one or more  series as might be determined by the Company under the Base Indenture;    WHEREAS, pursuant to the terms of the Original Indenture, the Company issued a series of Securities known  as the 6.625% Senior Unsecured Notes due 2022 (the “2017 Notes”), the form and substance of which 2017 Notes  and the terms, provisions and conditions thereof are as set forth in the Original Indenture;   WHEREAS, on January 4, 2022, the Company commenced a proceeding (the “Cayman Proceeding”) before  the Grand Court of the Cayman Islands (the “Cayman Court”) to obtain the Cayman Court’s sanction of a scheme  of arrangement (the “Scheme”) pursuant to Part IV of the Cayman Islands Companies Law as modified, amended or  re-enacted from time to time;  WHEREAS, on or around January 25, 2022, the Cayman Court (i) appointed the Company as the foreign  representative for purposes of seeking recognition of the Cayman Proceeding as a foreign main or nonmain proceeding  and enforcement of the Scheme in a proceeding under chapter 15 of title 11 of the United States Code (the  “Bankruptcy Code”; such proceeding, the “Chapter 15 Proceeding”) to be commenced in the United States  Bankruptcy Court for the Southern District of New York (the “U.S. Bankruptcy Court”) and (ii) approved the  proposed solicitation procedures and materials and the conduct of a meeting of creditors to approve the Scheme (the  “Scheme Meeting”);  WHEREAS, the Scheme was approved by the requisite majorities in number and value of the Outstanding  2017 Notes at the Scheme Meeting and thereafter was sanctioned by the Cayman Court on February 25, 2022;  WHEREAS, on March 4, 2022, the Company in its capacity as the duly appointed foreign representative  commenced a Chapter 15 Proceeding under the Bankruptcy Code in the U.S. Bankruptcy Court, and on March 30,  2022, the U.S. Bankruptcy Court issued an order (the “Recognition Order”), recognizing the Cayman Proceeding as  foreign main proceeding and enforcing the Scheme that sanctioned the cancellation of the 2017 Notes and the issuance  of the 2027 Notes as set forth in this Second Supplemental Indenture, therefore binding all holders of the Outstanding  2017 Notes to the terms of this Second Supplemental Indenture;  WHEREAS, pursuant to the terms of the Original Indenture and this Second Supplemental Indenture  (together, the “Indenture”), the Company desires to cancel the 2017 Notes and issue to the holders thereof new notes,  which shall hereinafter be referred to as the 6.625%/7.25% Senior Unsecured PIK Toggle Notes due 2027 (the “2027  Notes”), the form and substance of such 2027 Notes, and the terms, provisions and conditions thereof to be set forth  herein as provided in the Indenture;    WHEREAS, as a result of the foregoing transactions, certain amendments to the Original Indenture are  necessary or desirable for the Company and are being set out herein;  WHEREAS, the Company has requested that the Trustee, in respect to the 2027 Notes, execute and deliver  this Second Supplemental Indenture in such capacity;   





 






  2       WHEREAS, all requirements necessary to make this Second Supplemental Indenture a valid instrument in  accordance with its terms and to make the 2027 Notes, when executed by the Company and authenticated and delivered  by the Trustee, the valid obligations of the Company, have been done and performed, and the execution and delivery  of this Second Supplemental Indenture has been duly authorized in all respects; and   NOW THEREFORE, in consideration of the cancellation of the 2017 Notes and the issuance of the 2027  Notes to the holders of the 2017 Notes, and for the purpose of setting forth, as provided in the Indenture, the form and  substance of the 2027 Notes, and the terms, provisions and conditions thereof, the parties hereto hereby agree as  follows:     ARTICLE I  2027 NOTES  SECTION 1.01 Definitions.   Unless the context otherwise requires or unless otherwise set forth herein:   (a) a term not defined herein that is defined in the Original Indenture, has the same meaning when used in this Second  Supplemental Indenture;   (b) the definition of any term in this Second Supplemental Indenture that is also defined in the Original Indenture,  shall for the purposes of this Second Supplemental Indenture supersede the definition of such term in the Original  Indenture;   (c) a term defined anywhere in this Second Supplemental Indenture has the same meaning throughout;   (d) the definition of a term in this Second Supplemental Indenture is not intended to have any effect on the meaning  or definition of an identical term that is defined in the Original Indenture insofar as the use or effect of such term in  the Original Indenture, as previously defined, is concerned;   (e) the singular includes the plural and vice versa;   (f) headings are for convenience of reference only and do not affect interpretation; and   (g) the following terms have the meanings given to them in this Section 1.01(g):   “Affiliate Holder Global Security” means any Global Security bearing the Affiliate Holder Legend.  “Affiliate Holder Legend” means the legend set forth in Section 1.06 of this Second Supplemental Indenture to be  placed on certain 2027 Notes as provided in this Second Supplemental Indenture.  “Affiliate Holder Notes” shall have the meaning given in Section 1.02(b) of this Second Supplemental Indenture.  “Cash Interest” shall have the meaning given in Section 1.03(b) of this Second Supplemental Indenture.  “Global Security Legend” means the legend set forth in Section 1.06 of this Second Supplemental Indenture to be  placed on any Global Security.   “Interest Payment Date” means January 27, April 27, July 27 and October 27 of each year, commencing July 27,  2022.   “Interest Period” shall mean the period commencing on and including an Interest Payment Date and ending on and  including the day immediately preceding the next succeeding Interest Payment Date, with the exception that the first  Interest Period shall commence on and include the Original Issue Date and end on July 26, 2022 (the Interest Payment  





 






  3      Date for any Interest Period shall be the Interest Payment Date occurring on the day immediately following the last  day of such Interest Period).    “Material Subsidiary” means a direct or indirect subsidiary of the Company that is an insurance company with  statutory surplus of at least $15,000,000 for the most recently completed fiscal quarter.  “Non-Affiliate Holder Global Security” means a Global Security other than an Affiliate Holder Global Security.   “Original Issue Date” means April 14, 2022.   “PIK Interest” means payment of interest on the 2027 Notes through an increase in the principal amount of the  outstanding 2027 Notes.  “PIK Interest Note” shall have the meaning given in Section 1.03(b) of this Second Supplemental Indenture.  “PIK Notice” shall have the meaning given in Section 1.03(b) of this Second Supplemental Indenture.  “PIK Payment” shall have the meaning given in Section 1.03(b) of this Second Supplemental Indenture.  “Redemption Date” means the date fixed for the redemption of the 2027 Notes by or pursuant to the Indenture.   “Regular Record Date” means, with respect to each Interest Payment Date, the close of business on the preceding  January 12, April 12, July 12 and October 12, as the case may be (whether or not a Business Day).   “Stated Maturity” means April 27, 2027.   SECTION 1.02 Establishment of 2027 Notes.   (a) In accordance with the Scheme and the Recognition Order, the 2017 Notes, issued and authenticated in accordance  with the terms of the Original Indenture, are to be canceled and the holders thereof to be issued the 2027 Notes. The  2027 Notes shall hereinafter be designated as the Company’s 6.625%/7.25% Senior Unsecured PIK Toggle Notes due  2027.    (b) There are to be issued, authenticated and delivered to the holders of the 2017 Notes the 2027 Notes, in the exchange  ratio and as further provided in Section 2.01 hereof, initially limited in aggregate principal amount to $26,639,856.00,  and no further 2027 Notes shall be authenticated and delivered except as provided by Sections 2.04, 3.06, 3.07, 3.10  or 11.04 of the Original Indenture and this Second Supplemental Indenture; provided, however, that the aggregate  principal amount of the 2027 Notes may be increased in the future with no limit, without the consent of the holders of  the 2027 Notes, on the same terms and with the same CUSIP and ISIN numbers as the 2027 Notes, except for the  Original Issue Date and, if applicable, the first Interest Payment Date and the initial interest accrual date, provided  that no Event of Default with respect to the 2027 Notes shall have occurred and be continuing. In connection with any  PIK Payment, the Company is entitled to, without the consent of the holders (and without regard to any restrictions or  limitations set forth under the Indenture including Section 1.10(d) of this Second Supplemental Indenture) to increase  the outstanding principal amount of the 2027 Notes or to issue PIK Interest Notes under this Indenture on the same  terms and conditions as the 2027 Notes.  Additionally, on the Original Issue Date, the Company is entitled to, without  the consent of the holders (and without regard to any restrictions or limitations set forth under the Indenture including  Section 1.10(d) of this Second Supplemental Indenture) to increase the outstanding principal amount of the 2027 Notes  to capitalize into the outstanding principal amount of the 2027 Notes all or a portion of the amount of any accrued and  unpaid interest on the 2017 Notes.  The 2027 Notes shall be in fully registered form. Following the issuance of the  2027 Notes, the aggregate principal amount of the 2027 Notes beneficially held by Broadbill Partners (expected to be  approximately $5,151,675 in principal amount plus capitalized interest in the amount of $337,920) shall be exchanged  for notes in definitive form that bear the Affiliate Holder Legend (the “Affiliate Holder Notes”).   (c) The 2027 Notes shall be issued in the form of one or more Global Securities, registered in the name of the  Depositary (as defined below) or its nominee. Each Global Security and the Trustee’s Certificate of Authentication  





 






  4      thereof, shall be in substantially the form set forth in Exhibit A hereto (including the applicable legend(s) thereon and  the “Schedule of Exchanges of Interests in the Global Security” attached thereto). 2027 Notes issued in definitive  form shall be substantially in the form of Exhibit A attached hereto (but without the legend thereon and without the  “Schedule of Exchanges of Interests in the Global Security” attached thereto). Each Global Security shall represent  such of the outstanding 2027 Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global  Security” attached thereto, and each shall provide that it shall represent up to the aggregate principal amount of 2027  Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding 2027 Notes  represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges, redemptions  and the payment of PIK Interest as provided in Section 1.03 of this Second Supplemental Indenture or capitalization  of all or any portion of any accrued and unpaid interest on the 2017 Notes into principal at the Original Issue Date.  Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal  amount of outstanding 2027 Notes represented thereby shall be made by the Trustee in accordance with written  instructions given by the Company as required by Section 3.06 of the Base Indenture, written instructions as required  by Section 1.06 hereof or written instructions by the Company in connection with a PIK Payment as described in  Section 1.03 of this Second Supplemental Indenture or capitalization of all or a portion of any accrued and unpaid  interest on the 2017 Notes into principal at the Original Issue Date.  The depositary with respect to the 2027 Notes  issued in the form of a Global Security shall be The Depository Trust Company (the “Depositary”).  (d) Each 2027 Note shall be dated the date of authentication thereof and shall bear interest from the Original Issue  Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for.   SECTION 1.03 Payment of Principal and Interest.  (a) The principal of the 2027 Notes shall be due at Stated Maturity. The unpaid principal amount of the 2027 Notes  shall bear interest at the rates per year described in clause (b) below until paid or duly provided for. Interest shall be  paid or compounded quarterly in arrears on each Interest Payment Date, commencing July 27, 2022, to the Person in  whose name the 2027 Notes are registered on the Regular Record Date for such Interest Payment Date, provided that  interest payable at the Stated Maturity or upon redemption will be paid to the Person to whom principal is payable.  Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the holders  on such Regular Record Date and may be paid as provided in Section 3.08 of the Original Indenture.   (b) Payments of interest on the 2027 Notes will include interest accrued from the most recent date to which interest  has been paid (or the Original Issue Date if no interest has been paid) to, but excluding, the respective Interest Payment  Dates. Interest payments for the 2027 Notes shall be computed and paid on the basis of a 360-day year consisting of  twelve 30-day months. Interest will be payable as follows: (a) Cash Interest on the 2027 Notes will accrue at a rate  of 6.625% per annum and (b) any PIK Interest on the 2027 Notes will accrue at a rate per annum equal to 7.25% per  annum.  No fractional amounts will be paid.  The payment of interest on the 2027 Notes in cash is referred to herein  as “Cash Interest”; payment of interest on the 2027 Notes through an increase in the principal amount of the  outstanding 2027 Notes or through the issuance of PIK Interest Notes as described below is herein referred to as “PIK  Interest”.  The Company has determined to pay PIK Interest on the first Interest Payment Date on July 27, 2022.  In  the event that the Company determines to pay PIK Interest for any Interest Period ending thereafter or prior to April  27, 2024, then the Company will deliver a notice (a “PIK Notice”) to the Trustee no later than five (5) Business Days  prior to the beginning of such Interest Period, which notice will state the total amount of interest to be paid on the  Interest Payment Date in respect of such Interest Period and the amount of such interest to be paid as PIK Interest.  The Company shall promptly deliver the PIK Notice to the holders or may request the Trustee deliver such notice to  the holders on the Company’s behalf (which notice to the holders may be given through the Depositary). For the  avoidance of doubt, interest on the 2027 Notes in respect of any Interest Period for which a PIK Notice is not delivered  following the first Interest Payment Date must be paid entirely as Cash Interest. PIK Interest will be considered paid  on the date due if on such date the Trustee has received (i) an Officers’ Certificate, in accordance with Section 2.02  of the Base Indenture, from the Company to increase the balance of any Global Security to reflect such PIK Interest  or (ii) PIK Interest Notes duly executed by the Company together with an Officers’ Certificate, in accordance with  Section 2.02 of the Base Indenture, of the Company requesting the authentication of such PIK Interest Notes by the  Trustee.  On any Interest Payment Date on which the Company pays PIK Interest (a “PIK Payment”), with respect  to a Global Security, the Trustee will increase the principal amount of such Global Security by an amount equal to the  PIK Interest payable, rounded down to the nearest whole dollar, for the relevant Interest Period on the principal amount  of such Global Security, to the credit of the holders on the relevant Regular Record Date and an adjustment will be  





 






  5      made on the books and records of the Trustee with respect to such Global Security to reflect such increase. On any  Interest Payment Date on which the Company makes a PIK Payment by issuing definitive 2027 Notes (a “PIK Interest  Note”) under this Indenture having the same terms as the 2027 Notes, the principal amount of any such PIK Interest  Note issued to any holder, for the relevant Interest Period as of the relevant Regular Record Date for such Interest  Payment Date, will be rounded down to the nearest whole dollar. In connection with the payment of PIK Interest in  respect of the 2027 Notes, the Company will, without the consent of holders (and without regard to any restrictions or  limitations set forth under Section 1.10(d) of this Second Supplemental Indenture), either increase the outstanding  principal amount of the 2027 Notes or issue PIK Interest Notes under this Indenture.  PIK Notes will be issued in  definitive form solely if the 2027 Notes are in definitive form; any PIK Notes issued in definitive form will be dated  as of the applicable Interest Payment Date and will bear interest from and after such date. Following an increase in  the principal amount of the outstanding Global Securities as a result of a PIK Payment, the 2027 Notes will bear  interest on such increased principal amount from and after the date of such PIK Payment. Interest for the last Interest  Period ending at Stated Maturity shall be payable entirely in cash.    (c) In the event that any date on which interest is payable on the 2027 Notes is not a Business Day (including the  Redemption Date), then a payment of the interest payable on such date will be made on the next succeeding day that  is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business  Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day,  in each case with the same force and effect as if made on the date the payment was originally payable.   (d) The Trustee is hereby designated as Paying Agent for the 2027 Notes and all payments of the principal of and  interest due on the 2027 Notes at the Stated Maturity or upon redemption will be made upon surrender of the 2027  Notes at the Corporate Trust Office of the Trustee in the United States.   (e) The principal of and interest due on the 2027 Notes shall be paid in such coin or currency of the United States of  America as at the time of payment is legal tender for payment of public and private debts. Payments of Cash Interest  (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable and subject,  in the case of a Global Security, to the Trustee’s arrangements with the Depositary, at the option of the Company,  (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Debt Security  Register, or (ii) by wire transfer at such place and to such account at a banking institution in the United States of  America as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the Person  entitled thereto.   SECTION 1.04 Denominations.   The 2027 Notes may be issued in minimum denominations of $1.00, or any integral multiples of $1.00 in excess  thereof.   SECTION 1.05 Global Securities.  (a) Except under the limited circumstances described below, 2027 Notes represented by Global Securities will not be  exchangeable for, and will not otherwise be issuable as, 2027 Notes in definitive form. The Global Securities described  above may not be transferred except 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 to a successor Depositary or its nominee.   (b) Except as otherwise provided in this Second Supplemental Indenture, owners of beneficial interests in such Global  Securities will not be considered the holders thereof for any purpose under the Indenture, and no Global Security  representing a 2027 Note shall be exchangeable, except for another Global Security of like denomination and to be  registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee. The rights of  holders of such Global Securities shall be exercised only through the Depositary.   (c) A Global Security shall be exchangeable in whole or, from time to time, in part for 2027 Notes in definitive  registered form only as provided in the Indenture. If (i) at any time the Depositary notifies the Company that it is  unwilling or unable to continue as Depositary for the 2027 Notes or if at any time the Depositary shall no longer be  registered or in good standing as a “clearing agency” registered pursuant to the provisions of Section 17A of the  





 






  6      Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at such time as the Depositary  is required to be so registered and the Depositary so notifies the Company and, in each case, the Company does not  appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such  condition, as the case may be, or (ii) subject to the procedures of the Depositary, the Company in its sole discretion  determines that the 2027 Notes shall be exchangeable for 2027 Notes in definitive registered form and executes and,  in each case, delivers to the Security Registrar a written order of the Company providing that the 2027 Notes shall be  so exchangeable, the 2027 Notes shall be exchangeable for 2027 Notes in definitive registered form, provided that  definitive 2027 Notes so issued in exchange for the 2027 Notes shall be in minimum denominations of $1.00, or any  integral multiples of $1.00 in excess thereof and be of like aggregate principal amount and tenor as the portion of the  2027 Notes to be exchanged. Except as provided herein, owners of beneficial interests in the 2027 Notes will not be  entitled to have 2027 Notes registered in their names, will not receive or be entitled to physical delivery of 2027 Notes  in definitive registered form and will not be considered the holders thereof for any purpose under the Indenture. None  of the Company, the Trustee, any Paying Agent, the Security Registrar or any of their agents shall have any  responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership  interests in the 2027 Notes, or for maintaining, supervising or reviewing any records relating to such beneficial  ownership interests. Any Global Security that is exchangeable pursuant to this Section 1.05(c) shall be exchangeable  for 2027 Notes registered in such names as the Depositary shall direct.   SECTION 1.06 Transfer and Exchange.   (a) Transfer and Exchange of Beneficial Interests in the Global Securities.  Beneficial interests in any Global Security  may be transferred to Persons who take delivery thereof in the form of a beneficial interest in a Global Security.  The  transfer and exchange of beneficial interests in the Global Securities will be effected through the Depositary, in  accordance with the provisions of this Indenture and the rules and procedures of the Depositary that apply to such  transfer or exchange.  No written orders or instructions shall be required to be delivered to the Security Registrar to  effect the transfers described in this Section 1.06(a) except as provided in clause (b) below.  (b) Transfer and Exchange of Beneficial Interests in an Affiliate Holder Note or an Affiliate Holder Global Security  for Beneficial Interests in a Non-Affiliate Holder Global Security or an Affiliate Holder Global Security. A beneficial  interest in any Affiliate Holder Note or Affiliate Holder Global Security may be exchanged by any Holder thereof for  a beneficial interest in a Non-Affiliate Holder Global Security or an Affiliate Holder Note or an Affiliate Holder  Global Security or transferred to a Person who takes delivery thereof in the form of a beneficial interest in a Non- Affiliate Holder Global Security or an Affiliate Holder Note or an Affiliate Holder Global Security if the exchange or  transfer complies with the requirements of this Section 1.06(b):  (A) the Security Registrar receives the following:  (1) if the holder of such beneficial interest proposes to exchange such beneficial interest for a beneficial  interest in a Non-Affiliate Holder Global Security, a certificate from such Holder substantially in the form of  Exhibit C hereto; or  (2) if the holder of such beneficial interest proposes to transfer such beneficial interest to a Person who  shall take delivery thereof in the form of a beneficial interest in a Non-Affiliate Holder Global Security or an  Affiliate Holder Note or an Affiliate Holder Global Security, a certificate from such holder in the form of  Exhibit B hereto;  and, in each such case set forth in this subparagraph (A), if the Security Registrar or the Company so requests  or if the applicable procedures of the Depositary so require, an Opinion of Counsel in form reasonably  acceptable to the Security Registrar or the Company stating that such exchange or transfer is in compliance  with the Securities Act and, if applicable, that the restrictions on transfer contained herein and in the Affiliate  Holder Legend are no longer required in order to maintain compliance with the Securities Act; or  (B) such transfer is effected pursuant to an automatic exchange in accordance with Section 1.06(c) of this  Indenture or in connection with the exchange of Notes with Broadbill Partners for the Affiliate Holder Notes in  the amount of $5,489,595. If any such transfer is effected at a time when a Non-Affiliate Holder Global Security  





 






  7      is not outstanding, the Company shall issue and, upon receipt of an Authentication Order in accordance with  Section 2.02 hereof, the Trustee shall authenticate one or more Non-Affiliate Global Securities in an aggregate  principal amount equal to the aggregate principal amount of beneficial interests so transferred.  Beneficial interests in a Non-Affiliate Holder Global Security cannot be exchanged for, or transferred to,  Persons who take delivery thereof in the form of, a beneficial interest in an Affiliate Holder Note or an Affiliate  Holder Global Security.  (c) Automatic Exchange from Affiliate Holder Note or Affiliate Holder Global Security to Non-Affiliate Holder Global  Security. At the option of the Company and upon compliance with the following procedures, beneficial interests in an  Affiliate Holder Note or an Affiliate Holder Global Security shall be exchanged for beneficial interests in a Non- Affiliate Holder Global Security. In order to effect such exchange, the Company shall (i) provide written notice to the  Trustee instructing the Trustee to direct the Depositary to transfer the specified amount of the outstanding beneficial  interests in the Affiliate Holder Note or an Affiliate Holder Global Security to a Non-Affiliate Holder Global Security  and provide the Depositary with all such information as is necessary for the Depositary to appropriately credit and  debit the relevant Holder accounts and (ii) provide prior written notice to all Holders of such exchange, which notice  must include the date such exchange is proposed to occur, the CUSIP number of the Affiliate Holder Note or the  Affiliate Holder Global Security, if any, and the CUSIP number of the Non-Affiliate Holder Global Security into  which such Holders' beneficial interests will be exchanged. As a condition to any such exchange pursuant to this  Section 1.06(c), the Trustee shall be entitled to receive from the Company, and rely upon conclusively without any  liability, an Officers’ Certificate and an Opinion of Counsel, in form and in substance reasonably satisfactory to the  Trustee, to the effect that such transfer of beneficial interests to the Non-Affiliate Holder Global Security shall be  effected in compliance with the Securities Act. The Company may request from Holders such information it  reasonably determines is required in order to be able to deliver such Officers’ Certificate and Opinion of Counsel.  Upon such exchange of beneficial interests pursuant to this Section 1.06(c), the Securities Registrar shall reflect on its  books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the  Affiliate Holder Note or Affiliate Holder Global Security and the Non-Affiliate Holder Global Security, respectively,  equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section  1.06(c) of all of the outstanding principal amount of an Affiliate Holder Note or the beneficial interests in an Affiliate  Holder Global Security, such Affiliate Holder Note or Affiliate Holder Global Security, as the case may be, shall be  cancelled.  (d)  Legends.  The following legends will appear on the face of all Global Securities and definitive 2027 Notes issued  under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.  (i) Global Security Legend.  Each Global Security will bear a legend in substantially the following form:  “THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE ORIGINAL INDENTURE  HEREINAFTER REFERRED TO. UNLESS THIS CERTIFICATE IS PRESENTED BY AN  AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW  YORK CORPORATION, TO ATLAS FINANCIAL HOLDINGS, INC. OR ITS AGENT FOR  REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS  REGISTERED IN THE NAME OF CEDE & CO. OR IN 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. THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS  MAY BE REQUIRED PURSUANT TO THE INDENTURE.   EXCEPT AS OTHERWISE PROVIDED IN SECTION 1.05 OF THE SECOND SUPPLEMENTAL  INDENTURE, THIS NOTE MAY BE TRANSFERRED IN WHOLE, BUT NOT IN PART, ONLY TO  DTC, TO ANOTHER NOMINEE OF DTC OR TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE  OF SUCH SUCCESSOR DEPOSITARY.”  





 






  8      (ii)   Affiliate Holder Legend.  The Affiliate Holder Notes, at the time of their exchange for the portion of the 2027  Notes beneficially held by Broadbill Partners, shall bear a legend in substantially the following form:  “THIS NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A  TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES  SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE NOTE  EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE  ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH  PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER  MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE  SECURITIES ACT PROVIDED BY SECTION 1145 OF THE UNITED STATES BANKRUPTCY CODE  OR RULE 144A UNDER THE SECURITIES ACT. THE HOLDER OF THE NOTE EVIDENCED  HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT:  (A) SUCH NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,  ONLY:  (i)(a) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED  INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A  TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION  MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT WITHOUT  REGARD TO THE HOLDING PERIOD SPECIFIED IN RULE 144(d), (c) TO AN INSTITUTIONAL  “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1),(2),(3) OR (7) OF THE SECURITIES  ACT (AN “INSTITUTIONAL ACCREDITED  INVESTOR”)) THAT, PRIOR TO SUCH TRANSFER,  FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS  AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF  SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS  THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH  TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH  ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT  (AND BASED UPON AN OPINION OF COUNSEL AND OTHER CERTIFICATIONS AND  DOCUMENTS IF THE COMPANY SO REQUESTS),  (ii) TO THE COMPANY, OR  (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, AND, IN EACH CASE, IN  ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED  STATES OR ANY OTHER APPLICABLE JURISDICTION AND IN EACH CASE SUBJECT TO ANY  REQUIREMENT OF LAW THAT THE DISPOSITION OF THIS NOTE BY THE HOLDER OR BY ANY  INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL;   (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY  PURCHASER FROM IT OF THE NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS  SET FORTH IN (A) ABOVE; AND  (C) NOTWITHSTANDING THE FOREGOING, THE COMPANY ACKNOWLEDGES THAT BY  VIRTUE OF THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT  PROVIDED BY SECTION 1145 OF THE UNITED STATES BANKRUPTCY CODE, AS APPLIED BY  THE UNITED STATES BANKRUPTCY COURT TO THE ISSUANCE OF THE NOTE EVIDENCED  HEREBY, THIS NOTE IS NOT A RESTRICTED SECURITY.”     (e) Cancellation of Global Securities.  At such time as all beneficial interests in a particular Global Security have been  exchanged for definitive 2027 Notes or a particular Global Security has been redeemed, repurchased or canceled in  whole and not in part, each such Global Security shall be returned to or retained and canceled by the Trustee in  accordance with Section 3.10 of the Base Indenture.    (f) General Provisions Relating to Transfers and Exchanges. In addition to the applicable provisions of the Base  Indenture, the following provisions shall apply to the 2027 Notes. The Trustee is hereby designated as Security  Registrar for the 2027 Notes. No service charge will be made for any registration of transfer or exchange of 2027  Notes, but payment will be required of a sum sufficient to cover any tax or other governmental charge that may be  imposed in connection therewith.   





 






  9      SECTION 1.07 Defeasance.  The provisions of Sections 13.01 and 13.02 of the Original Indenture will apply to the 2027 Notes.   SECTION 1.08 Redemption at the Option of the Company.  (a) (1) Subject to Article 4 of the Original Indenture, at any time and from time to time on April 14, 2025, or at any  time thereafter, the 2027 Notes will be redeemable at the Company’s option, in whole or in part, at a redemption price  equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon to, but excluding, the  Redemption Date.    (2) Subject to Article 4 of the Original Indenture, on any Interest Payment Date, the 2027 Notes will be  redeemable at the Company’s option, in whole or in part, at a redemption price equal to 100% of the principal amount  to be redeemed in an amount not to exceed the excess of the Outstanding principal amount of the 2027 Notes as of  such Interest Payment Date  (including, if applicable, any PIK Interest accrued as of such Interest Payment Date) over  the original par amount of 2027 Notes Outstanding as of such Interest Payment Date.  For avoidance of doubt, the  amount which may be redeemed pursuant to the foregoing sentence shall not exceed the amount attributable to PIK  Interest added to the principal amount of the then-Outstanding 2027 Notes.     (b) If less than all of the 2027 Notes are to be redeemed, the Trustee shall select the 2027 Notes or portions of the  2027 Notes to be redeemed by such method as the Trustee shall deem fair and appropriate. The Trustee may select for  redemption 2027 Notes and portions of 2027 Notes in minimum amounts of $1.00 and integral multiples of $1.00 in  excess thereof, and shall thereafter promptly notify the Company in writing of the numbers of 2027 Notes to be  redeemed in whole or in part; provided that if the 2027 Notes are represented by one or more Global Securities,  interests in such Global Securities shall be selected for redemption by the Depositary in accordance with its applicable  procedures therefor.  SECTION 1.09 No Sinking Fund.  The 2027 Notes shall not be entitled to any sinking fund.   SECTION 1.10 Material Subsidiaries.  (a) Subject to Section 1.10(c), the Company shall not:  (i) directly or indirectly, sell, assign, pledge, transfer or otherwise dispose, and shall not permit any of its  subsidiaries to, directly or indirectly, sell, pledge, assign, transfer or otherwise dispose of, shares of voting  capital stock, or securities convertible into voting stock, or options, warrants or rights to subscribe for or  purchase voting capital stock of a Material Subsidiary; or  (ii) permit a Material Subsidiary to issue, sell or otherwise dispose of any shares of its voting capital stock or  securities convertible into its voting capital stock or options, warrants or rights to subscribe for or purchase  its voting capital stock, unless the Company will own, directly or indirectly, at least 90% of the issued and  outstanding voting stock of the Material Subsidiary after giving effect to such transaction; provided, that this  Section 1.10(a)(ii) shall not apply to a transaction subject to the provisions of Article 12 of the Base  Indenture).  (b) Subject to Section 1.10(c) below, the Company shall not permit any Material Subsidiary to:  (i) merge or consolidate with or into any corporation or other Person, unless such Material Subsidiary is the  surviving corporation or Person, or unless the Company will own, directly or indirectly, at least 90% of the  surviving corporation’s issued and outstanding voting stock;  





 






  10      (ii) lease, sell, assign or transfer all or substantially all of its properties and assets to any corporation or other  Person (other than the Company), unless the Company will own, directly or indirectly, at least 90% of the  issued and outstanding voting stock of that corporation or other Person; or  (iii) pay any dividend in a Material Subsidiary’s voting capital stock or make any other distribution in its voting  capital stock, other than to the Company or its other subsidiaries, unless the Material Subsidiary to which the  transaction relates, after obtaining any necessary regulatory approvals, unconditionally guarantees payment  of the principal and interest of the 2027 Notes.  (c) Notwithstanding Section 1.10(a) and (b), the Company may agree to any merger or consolidation or sale, lease,  assignment, pledge or transfer of securities, properties or assets of or with respect to a Material Subsidiary if:  (i) required by law and such lease, sale, assignment or transfer of securities is made to any Person for the purpose of  the qualification of such Person to serve as a director; (ii) such lease, sale, assignment or transfer of securities is made  by the Company or any of its subsidiaries acting in a fiduciary capacity for any Person other than the Company or any  of its subsidiaries; (iii) made in connection with the consolidation of the Company with or the sale, lease or conveyance  of all or substantially all of the assets of the Company to, or merger of the Company with or into, any other Person  (which transaction will be subject to the provisions of Article 12 of the Base Indenture); or (iv) it is required as a  condition imposed by any law or any rule, regulation or order of any governmental agency or authority to the  acquisition by the Company of another entity; provided that in the case of (iv) only, after giving effect to such  acquisition, (A) at least 90% of the issued and outstanding voting stock of such entity will be owned, directly or  indirectly, by the Company and (B) the Company’s consolidated assets will be at least equal to 70% of its consolidated  assets prior to the acquisition; provided, that the foregoing shall not prohibit the Company or a Material Subsidiary  from pledging any assets to secure borrowings incurred in the ordinary course of business.  (d) Other than that $3,000,000 Convertible Senior Secured Delayed-Draw Credit Agreement, dated September 1, 2021  entered into by the Company and certain of its subsidiaries which shall remain outstanding, the Company shall not,  and it shall not permit any of its subsidiaries to, incur debt for borrowed money, commitments for the extension of  debt for borrowed money or other obligations in excess of the greater of (I) $10,000,000 and (II) 10% of shareholders’  equity as reported in the most recent consolidated financial statements of the Company filed with the U.S. Securities  and Exchange Commission, in each case in the aggregate, which is secured by any shares of voting stock of a Material  Subsidiary (or securities convertible into, or options, warrants or rights to subscribe for or purchase shares of that  voting stock) without making effective provision for securing the 2027 Notes equally and ratably with that secured  debt; provided, however, that this Section 1.10(d) shall not apply to the extent that the Company continues to own,  directly or indirectly, at least 90% of the issued and outstanding voting stock of each Material Subsidiary (treating that  encumbrance as a transfer of those shares to the secured party); provided, further, that this Section 1.10(d) shall not  apply with respect to any (i) pledge, encumbrance or lien to secure the Company’s indebtedness or the indebtedness  of a subsidiary as part of the purchase price of such shares of voting stock, or incurred prior to, at the time of or within  120 days after acquisition thereof for the purpose of financing all or any part of the purchase price thereof; (ii) lien for  taxes, assessments or other government charges or levies (A) which are not yet due or payable without penalty,  (B) which the Company is contesting in good faith by appropriate proceedings so long as the Company has set aside  on its books such reserves as shall be required in respect thereof in conformity with generally accepted accounting  principles, or (C) which secure obligations of less than $500,000 in amount; or (iii) lien of any judgment, if that  judgment (X) is discharged, or stayed on appeal or otherwise, within 90 days, (Y) is currently being contested in good  faith by appropriate proceedings so long as the Company has set aside on its books such reserves as shall be required  in respect thereof in conformity with generally accepted accounting principles or (Z) involves claims of less than  $500,000.  ARTICLE II  2027 NOTES ISSUED FOR 2017 NOTES; SATISFACTION AND DISCHARGE OF 2017 NOTES  SECTION 2.01 2027 Notes Issued for 2017 Notes.  The 2027 Notes are not being issued for cash consideration, but are being issued to the holders of the 2017 Notes in  the exchange ratio and as pursuant to the Scheme approved at the Scheme Meeting, sanctioned by the Cayman Court  and given recognition by the U.S. Bankruptcy Court in the Recognition Order.   





 






  11        SECTION 2.02 Cancellation of 2017 Notes; Satisfaction and Discharge of 2017 Notes.  The 2017 Notes shall be delivered to the Trustee for cancellation in accordance with Section 13.01(a) of the Base  Indenture.  The Company shall be deemed to have paid, in the currency required, all sums payable under the Indenture  in respect of the 2017 Notes.   The 2017 Notes shall be deemed to have been paid and discharged in accordance with  the terms of the Indenture.  SECTION 2.03 Undertaking to Register Certain 2027 Notes.  The Company shall, as soon as practicable, file a Form S-1 registration statement or a Form S-3 registration statement  under the Securities Act covering the 2027 Notes represented by the Affiliate Holder Note (or the portion of the 2027  Notes to be exchanged therefor) or any Affiliate Holder Global Security, as applicable, and shall pursue such  registration on a best efforts basis.  Upon the successful registration of such 2027 Notes, the Company shall direct the  transfer of the balances on any Affiliate Holder Notes or any Affiliate Holder Global Security, as applicable, to a Non- Affiliate Holder Global Security in accordance with Section 1.06(c) hereof.     ARTICLE III  MISCELLANEOUS PROVISIONS  This Second Supplemental Indenture will become effective upon its execution and delivery.   SECTION 3.01 2027 Notes Unaffected by Other Supplemental Indentures.  To the extent the terms of the Original Indenture are amended as provided herein, no such amendment shall in any  way affect the terms of any such other supplemental indenture or any other series of Securities. This Second  Supplemental Indenture shall relate and apply solely to the 2027 Notes.    SECTION 3.02 Trustee Not Responsible for Recitals.  The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no  responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this  Second Supplemental Indenture or the 2027 Notes.      SECTION 3.03 Ratification and Incorporation of Original Indenture.  As supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture  and this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument.   SECTION 3.04 Governing Law.   This Second Supplemental Indenture shall be deemed to be a contract made under the internal laws of the State of  New York, and shall be construed in accordance with and governed by the laws of said State, without reference to its  principles of conflict of laws, other than Sections 5-1401 and 5-1402 of the New York General Obligation Law.   SECTION 3.05 Separability.  In case any one or more of the provisions contained in this Second Supplemental Indenture or in the 2027 Notes shall  for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or  unenforceability shall not affect any other provisions of this Second Supplemental Indenture or of the 2027 Notes, but  this Second Supplemental Indenture and the 2027 Notes shall be construed as if such invalid or illegal or unenforceable  provision had never been contained herein or therein.   





 






  12      SECTION 3.06 Executed in Counterparts.  This Second Supplemental Indenture may be executed in any number of counterparts, each of which when so executed  shall be deemed to be an original; and all of which taken together shall constitute one and the same agreement. The  exchange of copies of this Indenture and of signature pages by facsimile or electronic format (e.g., “.pdf” or “.tif”)  transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used  in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic  format (e.g., “.pdf” or “.tif”) shall be deemed to be their original signatures for all purposes.  SECTION 3.07 Amendment of Section 8.06 of the Base Indenture.  Section 8.06 of the Base Indenture is hereby amended and restated as follows:   “Section 8.06 Compensation and Expenses of Trustee.  The Company covenants and agrees to pay to the  Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited  by any provision of law in regard to the compensation of a trustee of an express trust), and the Company will pay or  reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by  the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the  expenses and disbursements of its counsel and all persons not regularly in its employ and any amounts paid by the  Trustee to any Authenticating Agent pursuant to Section 8.14) except any such expense, disbursement or advance as  may arise from its gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final,  nonappealable judgment. The Company also covenants to indemnify the Trustee for, and to hold it harmless against,  any loss, damage, claim, liability or expense incurred without gross negligence or willful misconduct on the part of  the Trustee as determined by a court of competent jurisdiction in a final, nonappealable judgment and arising out of  or in connection with this Indenture, including the acceptance or administration of this trust, or the performance of its  duties hereunder, including the current payment of all costs and expenses of defending itself against any claim of  liability in the premises. The obligations of the Company under this Section 8.06 to compensate and indemnify the  Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional  indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Debt Securities  upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the  Holders of particular Debt Securities. In addition to, but without prejudice to its other rights under this indenture or  available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with  an Event of Default specified in Section 7.01(g) or Section 7.01(h), the expenses (including the reasonable charges  and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration  under any applicable Federal or state bankruptcy, insolvency or other similar law.    “Trustee” for purposes of this Section shall include any predecessor Trustee; provided, however, that the negligence,  willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.    The provisions of this Section shall survive the termination of this Indenture, the satisfaction and discharge of this  Indenture and the resignation or removal of the Trustee.”  SECTION 3.08 Amendment of Section 15.04 of the Base Indenture.  Section 15.04 of the Base Indenture is hereby amended and restated as follows:   “Section 15.04 Contract; Waiver of Trial by Jury; Submission to Jurisdiction.   (a) This Indenture and the Debt Securities shall for all purposes be construed in accordance with  and governed by the laws of the State of New York, without reference to its principles of conflict of laws, other than  Sections 5-1401 and 5-1402 of the New York General Obligation Law.  (b) EACH OF THE COMPANY, THE TRUSTEE, AND THE HOLDERS HEREBY  IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL  RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS  INDENTURE, THE DEBT SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.   





 






  13      (c) The parties hereby (i) irrevocably submit to the exclusive jurisdiction of any federal or state court  sitting in the Borough of Manhattan, the city of New York, (ii) waive any objection to laying of venue in any such  action or proceeding in such courts, and (iii) waive any objection that such courts are an inconvenient forum or do not  have jurisdiction over any party.”     





 






  14       IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly  executed by their respective officers thereunto duly authorized, all as of the day and year first above written.            ATLAS FINANCIAL HOLDINGS, INC.,  as Issuer     By: /s/ Scott D. Wollney    Name: Scott D. Wollney      Title:    President and Chief Executive  Officer    WILMINGTON TRUST, NATIONAL  ASSOCIATION,  as Trustee     By: /s/ Christopher Spinelli    Name: Christopher Spinelli    Title:  Vice President    





 






  A-1        EXHIBIT A   (FORM OF 6.625%/7.25% SENIOR UNSECURED PIK TOGGLE NOTES DUE 2027)     [Insert the Global Security Legend, if applicable, pursuant to the provisions of the Indenture]   [Insert the Affiliate Holder Legend, if applicable, pursuant to the provisions of the Indenture]         





 






  A-2      No. [  ]-[●]                ATLAS FINANCIAL HOLDINGS, INC.   Global Certificate initially representing   $26,639,856 aggregate principal amount of   6.625%/7.25% Senior Unsecured PIK Toggle Notes due 2027    [APPROPRIATE MODIFICATIONS MAY BE MADE FOR NOTES IN DEFINITIVE FORM]     Registered Owner:  [               ]      Regular Record Date:     With respect to each Interest Payment Date, the close of business on the preceding January  12, April 12, July 12 and October 12, as the case may be (whether or not a Business Day).    Original Issue Date:   [               ]     Stated Maturity:   April 27, 2027     Interest Payment Dates:   January 27, April 27, July 27 and October 27 of each year, commencing July 27, 2022     Interest Rate:   6.625%/7.25% per year     Authorized Denomination:  $1.00, or any integral multiples of $1.00 in excess thereof   This Global Certificate is in respect of a duly authorized issue of 6.625%/7.25% Senior Unsecured PIK Toggle Notes  due 2027 (the “2027 Notes”) of Atlas Financial Holdings, Inc., a Cayman Islands exempted limited liability company  (the “Company,” which term includes any successor corporation under the Indenture referred to on the reverse  hereof). The Company, for value received, hereby promises to pay to Cede & Co., or registered assigns, the amount  of principal of the 2027 Notes represented by this Global Certificate on the Stated Maturity shown above, and to pay  interest thereon from the Original Issue Date shown above, or from the most recent Interest Payment Date to which  interest has been paid or duly provided for, quarterly in arrears on each Interest Payment Date as specified above,  commencing July 27, 2022, and on the Stated Maturity. Interest will be payable as follows: (a) Cash Interest (as  defined below) on the 2027 Notes will accrue at a rate of 6.625% per annum and (b) any PIK Interest (as defined  below) on the 2027 Notes will accrue at a rate per annum equal to 7.25% per annum and be payable (x) with respect  to 2027 Notes represented by one or more Global Securities registered in the name of, or held by, DTC or its nominee  on the relevant Regular Record Date (as defined below), by increasing the principal amount of the outstanding Global  Security by an amount equal to the amount of PIK Interest for the applicable Interest Period (as defined below)  (rounded down to the nearest whole dollar) and (y) with respect to 2027 Notes represented by definitive notes, by  issuing PIK Notes in definitive form in an aggregate principal amount equal to the amount of PIK Interest for the  applicable Interest Period (rounded down to the nearest whole dollar), and the Trustee will, at the request of the  Company, authenticate and deliver such PIK Notes in definitive form for original issuance to the holders on the  relevant Regular Record Date, as shown by the records of the register of holders.  No fractional amounts will be paid.   The payment of interest on the 2027 Notes in cash is referred to herein as “Cash Interest”); payment of interest on  the 2027 Notes through an increase in the principal amount of the outstanding 2027 Notes or through the issuance of  PIK Notes as described in the prior sentence is herein referred to as “PIK Interest”. Following an increase in the  principal amount of the outstanding Global Securities as a result of a PIK Payment, the 2027 Notes will bear interest  on such increased principal amount from and after the date of such PIK Payment. PIK Notes will be issued in definitive  form solely if the 2027 Notes are in definitive form; any PIK Notes issued in definitive form will be dated as of the  Original Issue Date thereof and will bear interest from and after such date.  All 2027 Notes issued pursuant to a PIK  Payment will mature on the Stated Maturity Date and will be governed by, and subject to the terms, provisions and  conditions of, the Indenture and shall have the same rights and benefits as the 2027 Notes issued on the Original Issue  





 






  A-3      Date.  Interest will be paid on the 2027 Notes until the principal hereof is paid or made available for payment and on  any overdue principal and on any overdue installment of interest at such rate to the extent permitted by law. The  interest so payable, and punctually paid or duly provided for, on any Interest Payment Date (other than an Interest  Payment Date that is the Stated Maturity or any Redemption Date) will, as provided in the Indenture, be paid to the  Person in whose name this 2027 Note is registered at the close of business on the Regular Record Date as specified  above next preceding such Interest Payment Date, provided that any interest payable at Stated Maturity or on any  Redemption Date will be paid to the Person to whom principal is payable. Any such interest that is not so punctually  paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record Date and may be  paid as provided in Section 3.08 of the Original Indenture.  The Company has determined to pay PIK Interest on the first Interest Payment Date on July 27, 2022.  In the event  that the Company determines to pay PIK Interest for any Interest Period ending thereafter or prior to April 27, 2024,  the Company will deliver a notice (a “PIK Notice”) to the Trustee no later than five (5) Business Days prior to the  beginning of such Interest Period, which notice will state the total amount of interest to be paid on the Interest Payment  Date in respect of such Interest Period and the amount of such interest to be paid as PIK Interest. The Company shall  promptly deliver the PIK Notice to the holders or may request the Trustee deliver such notice to the holders on the  Company’s behalf (which notice to the holders of beneficial interests in a Global Security may be given through the  Depositary). For the avoidance of doubt, interest on the 2027 Notes in respect of any Interest Period following the  first Interest Payment Date for which a PIK Notice is not delivered must be paid entirely as Cash Interest. Interest for  the last Interest Period ending at Stated Maturity shall be payable entirely in cash.  The 2027 Notes will be unsecured  obligations of the Company and will rank equally in right of payment with all of the Company’s existing and future  unsecured and unsubordinated indebtedness. The 2027 Notes will rank senior to any subordinated indebtedness of the  Company.     “Interest Period” shall mean the period commencing on and including an Interest Payment Date and ending on and  including the day immediately preceding the next succeeding Interest Payment Date, with the exception that the first  Interest Period shall commence on and include the Original Issue Date and end on July 26, 2022 (the Interest Payment  Date for any Interest Period shall be the Interest Payment Date occurring on the day immediately following the last  day of such Interest Period).  Payments of interest on this 2027 Note will include interest accrued to but excluding the  respective Interest Payment Dates. Interest payments for this 2027 Note shall be computed and paid on the basis of a  360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on this 2027  Note is not a Business Day (including the Redemption Date), then payment of the interest payable on such date will  be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of  any such delay), except that, if such Business Day is in the next succeeding calendar year, payment shall be made on  the immediately preceding Business Day, in each case with the same force and effect as if made on the date the  payment was originally payable.   Payment of the principal of and interest due on this 2027 Note at the Stated Maturity or upon redemption will be made  upon surrender of this 2027 Note at the Corporate Trust Office of the Trustee in the United States. The principal of  and Cash Interest due on this 2027 Note shall be paid in such coin or currency of the United States of America as at  the time of payment is legal tender for payment of public and private debts. Payment of Cash Interest will be made,  subject to such surrender where applicable and subject to the Trustee’s arrangements with the Depositary, at the option  of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the  Debt Security Register, or (ii) by wire transfer at such place and to such account at a banking institution in the United  States of America as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the  Person entitled thereto.   REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS 2027 NOTE SET FORTH ON  THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME  EFFECT AS IF SET FORTH AT THIS PLACE.   Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this 2027 Note  shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.     





 






  A-4       IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.   Dated:          ATLAS FINANCIAL HOLDINGS, INC.     By:     Name:   Title:         





 






  A-5      CERTIFICATE OF AUTHENTICATION  This is one of the 2027 Notes referred to in the within mentioned Indenture.          WILMINGTON TRUST, NATIONAL  ASSOCIATION,  as Trustee     By:      Authorized Signatory  Dated:     





 






  A-6      REVERSE OF 2027 NOTE  1. This 2027 Note is one of a duly authorized issue of senior debt securities of the Company (the “Securities”) issued  under an Indenture dated as of April 26, 2017 (the “Base Indenture”), as supplemented by the First Supplemental  Indenture, dated as of April 26, 2017 (the “First Supplemental Indenture” and as further supplemented by that  Second Supplemental Indenture, dated as of April 14, 2022 by and between the Company and the Trustee (the “Second  Supplemental Indenture” and the Base Indenture as supplemented by the First Supplemental Indenture and the  Second Supplemental Indenture, the “Indenture”), between the Company and Wilmington Trust, National  Association, as trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which  Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights,  limitations of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the 2027 Notes  issued thereunder and of the terms upon which said 2027 Notes are, and are to be, authenticated and delivered. This  2027 Note comprises one of the 6.625%/7.25% Senior Unsecured PIK Toggle Notes due 2027, initially limited in  aggregate principal amount of $26,639,856; provided, however, that (subject to the provisions of the Indenture) the  aggregate principal amount of the 2027 Notes may be increased in the future with no limit, without the consent of the  holders of the 2027 Notes, on the same terms and with the same CUSIP and ISIN numbers as the 2027 Notes (if any),  except for the Original Issue Date and, if applicable, the first Interest Payment Date and the initial interest accrual  date, provided that no Event of Default with respect to the 2027 Notes shall have occurred and be continuing.  In  connection with any PIK Payment, the Company is entitled to, without the consent of the holders (and without regard  to any restrictions or limitations set forth under the Indenture including Section 1.10(d) of this Second Supplemental  Indenture) to increase the outstanding principal amount of the 2027 Notes or to issue PIK Interest Notes under this  Indenture on the same terms and conditions as the 2027 Notes.  Additionally, on the Original Issue Date, the Company  is entitled to, without the consent of the holders (and without regard to any restrictions or limitations set forth under  the Indenture including Section 1.10(d) of the Second Supplemental Indenture) to increase the outstanding principal  amount of the 2027 Notes to capitalize into the outstanding principal amount of the 2027 Notes all or any portion of  any accrued and unpaid interest on the 2017 Notes.  Capitalized terms used herein for which no definition is provided  herein shall have the meanings set forth in the Indenture.  2. This 2027 Note is exchangeable in whole or, from time to time, in part for 2027 Notes in definitive registered form  only as provided herein and in the Indenture. [If (i) at any time the Depositary notifies the Company that it is unwilling  or unable to continue as Depositary for this 2027 Note or if at any time the Depositary shall no longer be registered or  in good standing as a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities  Exchange Act of 1934, as amended, or other applicable statute or regulation, at such time as the Depositary is required  to be so registered and the Depositary so notifies the Company and, in each case, the Company does not appoint a  successor Depositary within 90 days after the Company receives such notice or becomes aware of such condition, as  the case may be or (ii) subject to the procedures of the Depositary, the Company in its sole discretion determines that  this 2027 Note shall be exchangeable for 2027 Notes in definitive registered form and executes and delivers to the  Security Registrar a written order of the Company providing that this 2027 Note shall be so exchangeable, this 2027  Note shall be exchangeable for 2027 Notes in definitive registered form, provided that the definitive 2027 Notes so  issued in exchange for this 2027 Note shall be in minimum denominations of $1.00 and integral multiples of $1.00 in  excess thereof and be of like aggregate principal amount and tenor as the portion of this 2027 Note to be exchanged.  Except as provided above or in the Second Supplemental Indenture, owners of beneficial interests in this 2027 Note  will not be entitled to have 2027 Notes registered in their names, will not receive or be entitled to physical delivery of  2027 Notes in definitive registered form and will not be considered the holders thereof for any purpose under the  Indenture. None of the Company, the Trustee, any Paying Agent nor the Security Registrar shall have any  responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership  interests in this 2027 Note, or for maintaining, supervising or reviewing any records relating to such beneficial  ownership interests.]   3. If an Event of Default with respect to the 2027 Notes shall occur and be continuing, the principal of the 2027 Notes  may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.   4. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of  the rights and obligations of the Company and the rights of the holders of the Securities under the Indenture at any  time by the Company and the Trustee with the consent of the holders of greater than 50% in aggregate principal  amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions  





 






  A-7      permitting the holders of specified percentages in principal amount of the 2027 Notes at the time Outstanding, on  behalf of the holders of all 2027 Notes, to waive compliance by the Company with certain provisions of the Indenture  and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this  2027 Note shall be conclusive and binding upon such holder and upon all future holders of this 2027 Note and of any  2027 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not  notation of such consent or waiver is made upon this 2027 Note.   5. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company pursuant  to this 2027 Note and (b) restrictive covenants and the related Events of Default, upon compliance by the Company  with certain conditions set forth therein, which provisions apply to this 2027 Note.   6. At any time and from time to time on April 14, 2025, or at any time thereafter, this 2027 Note will be redeemable  at the Company’s option, in whole or in part, at a redemption price equal to 100% of the principal amount to be  redeemed plus accrued and unpaid interest thereon to, but excluding, such Redemption Date. On any Interest Payment  Date, the 2027 Notes will be redeemable at the Company’s option, in whole or in part, at a redemption price equal to  100% of the principal amount to be redeemed in an amount not to exceed the excess of the Outstanding principal  amount of the 2027 Notes as of such Interest Payment Date (including, if applicable, any increases in principal in  respect of any PIK Interest or additional PIK Notes issued as of such Interest Payment Date) over the original par  amount of 2027 Notes Outstanding as of such Interest Payment Date.  For avoidance of doubt, the amount which may  be redeemed pursuant to the foregoing sentence shall not exceed the amount attributable to PIK Interest added to the  principal amount of the then-Outstanding 2027 Notes plus any additional PIK Notes issued.      7. If less than all of the 2027 Notes are to be redeemed, the Trustee shall select the 2027 Notes or portions of 2027  Notes to be redeemed by such method as the Trustee shall deem fair and appropriate. The Trustee may select for  redemption 2027 Notes and portions of 2027 Notes in amounts of $1.00 and integral multiples of $.1.00 in excess  thereof and shall thereafter promptly notify the Company in writing of the numbers of 2027 Notes to be redeemed, in  whole or in part; provided that if the 2027 Notes are represented by one or more Global Securities, interests in such  Global Securities shall be selected for redemption by the Depositary in accordance with its standard procedures  therefor.  8. No reference herein to the Indenture and no provision of this 2027 Note or of the Indenture shall alter or impair the  obligation of the Company, which is absolute and unconditional, to pay the principal of and interest due on this 2027  Note at the time, place and rate, and in the coin or currency, herein prescribed.   9. (a) As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this 2027 Note is  registrable in the Security Register, upon surrender of this 2027 Note for registration of transfer at the office or agency  of the Company for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form  satisfactory to the Company or the Security Registrar and duly executed by, the holder hereof or his attorney duly  authorized in writing, and thereupon one or more new 2027 Notes, of authorized denominations and of like tenor and  for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge  shall be made for any such exchange or registration of transfer, but the Company will require payment of a sum  sufficient to cover any tax or other governmental charge payable in connection therewith.   (b) Prior to due presentment of this 2027 Note for registration of transfer, the Company, the Trustee, any Paying Agent  and the Security Registrar of the Company or the Trustee may deem and treat the Person in whose name this 2027  Note is registered as the absolute owner hereof for all purposes, whether or not this 2027 Note be overdue and  notwithstanding any notice of ownership or writing thereon made by anyone other than the Security Registrar, and  neither the Company nor the Trustee nor any Paying Agent nor the Security Registrar shall be affected by notice to  the contrary. Except as provided in Section 1.03 of the Second Supplemental Indenture (relating to the accrual of PIK  Interest), all payments of the principal of and interest due on this 2027 Note made to or upon the order of the registered  holder hereof shall, to the extent of the amount or amounts so paid, effectually satisfy and discharge liability for  moneys payable on this 2027 Note.   (c) The 2027 Notes are issuable only in registered form without coupons in minimum denominations of $1.00, or any  integral multiples of $1.00 in excess thereof. As provided in the Indenture and subject to certain limitations therein set  





 






  A-8      forth, 2027 Notes are exchangeable for a like aggregate principal amount of 2027 Notes of a different authorized  denomination, as requested by the holder surrendering the same upon surrender of the 2027 Note or 2027 Notes to be  exchanged at the office or agency of the Company.     10. No recourse shall be had for payment of the principal of or interest on this 2027 Note, or for any claim based  hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder,  officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation,  whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or  otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof,  expressly waived and released.   11. This 2027 Note shall be deemed to be a contract made under the internal laws of the State of New York, and shall  be construed in accordance with and governed by the laws of said State, without reference to its principles of conflict  of laws, other than Sections 5-1401 and 5-1402 of the New York General Obligation Law.   12.  [Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures,  the Company has caused CUSIP numbers to be printed on the 2027 Notes and the Trustee may use CUSIP numbers  in notices of redemption as a convenience to holders. No representation is made as to the accuracy of such numbers  either as printed on the 2027 Notes or as contained in any notice of redemption and reliance may be placed only on  the other identification numbers placed thereon.]    





 






  A-1      ABBREVIATIONS   The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though  they were written out in full according to applicable laws or regulations:              TEN COM     -   as tenants in common          UNIF GIFT MIN ACT - Custodian under  Uniform Gift to Minors Act                        (State)       TEN ENT   -   as tenants by the entireties           JT TEN     -   as joint tenants with right of survivorship and  not as tenants in common.           Additional abbreviations may also be used though not on the above list.   FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto   PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE                 (please insert Social Security or other identifying number of assignee)  the within 2027 Note and all rights thereunder, hereby irrevocably constituting and appointing                 agent to transfer said 2027 Note on the books of the Company, with full power of substitution in the premises.                Dated:                           NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement, or any change whatsoever.    Signature Guarantee*:                                                               * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to  the Trustee).    





 






  A-2       [FOR INSERTION IN FORMS OF GLOBAL SECURITY]    SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY  The initial outstanding principal amount of this Global Security is $26,639,856. The following exchanges  of a part of this Global Security for an interest in another Global Security or for a definitive 2027 Note, or exchanges  of a part of another Global or definitive Security for an interest in this Global Security, have been made:     Date of  Exchange or Increase     Amount of  decrease in  Principal  Amount     Amount of  increase in  Principal     Amount of this  Global Security     Principal  Amount of this  Global Security following  such  decrease or increase     Signature of  authorized officer  of Trustee or  Custodian    





 






   B-1    EXHIBIT B  FORM OF CERTIFICATE OF TRANSFER  Atlas Financial Holdings, Inc.953 American Lane, 3rd Floor  Schaumburg, Illinois 60173    Wilmington Trust Company, National Association  1100 North Market Street  Wilmington, DE 19890  Re: 6.625%/7.25% Senior Unsecured PIK Toggle Notes due 2027  Reference is hereby made to the Indenture, dated as of April 26, 2017, as supplemented by that First  Supplemental Indenture, dated as of April 26, 2017 and that Second Supplemental Indenture, dated as of April 14,  2022, each  by and between Atlas Financial Holdings, Inc. (the “Company”) and the Trustee (the “Indenture”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.                                                      (the “Transferor”) owns and proposes to transfer the 2027 Note[s] or interest  in such 2027 Note[s] specified in Annex A hereto, in the principal amount of $            in such 2027 Note[s] or interests  (the “Transfer”), to                                                    (the “Transferee”), as further specified in Annex A hereto.   In connection with the Transfer, the Transferor hereby certifies that:  [CHECK ALL THAT APPLY]  1. ☐ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF AN AFFILIATE HOLDER  NOTE OR A BENEFICIAL INTEREST IN an AFFILIATE HOLDER GLOBAL SECURITY PURSUANT TO  RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States  Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies  that the Affiliate Holder Note or beneficial interest is being transferred to a Person that the Transferor reasonably  believes is purchasing the beneficial interest for its own account, or for one or more accounts with respect to which  such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional  buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer  is in compliance with any applicable blue sky securities laws of any state of the United States.  2. ☐ CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A  BENEFICIAL INTEREST IN A GLOBAL SECURITY PURSUANT TO ANY PROVISION OF THE SECURITIES  ACT OTHER THAN RULE 144A. The Transfer is being effected in compliance with the transfer restrictions  applicable to beneficial interests in an Affiliate Holder Note or an Affiliate Holder Global Security and pursuant to  and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States,  and accordingly the Transferor hereby further certifies that (check one):  (a) ☐ such Transfer is being effected pursuant to and in accordance with Rule 144 under  the Securities Act (without regard to the holding period specified under Rule 144(d)); or  (b) ☐ such Transfer is being effected to the Company or a subsidiary thereof; or  (c) ☐ such Transfer is being effected pursuant to an effective registration statement  under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; or  (d) ☐ such Transfer is being effected to an Institutional Accredited Investor and  pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A and Rule 144,  and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of  Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to Affiliate  





 






   B-2    Holder Notes or beneficial interests in an Affiliate Holder Global Security and the requirements of the exemption  claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit B-1 to  the Indenture and (2) if such Transfer is in respect of a principal amount of 2027 Notes at the time of Transfer of less  than $100,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor  has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon  consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest  will be subject to the restrictions on transfer enumerated in the Affiliate Holder Legend printed on the Affiliate Holder  Note or Affiliate Holder Global Security, as applicable, and in the Indenture and the Securities Act.  3. ☐ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST  IN A NON-AFFILIATE HOLDER GLOBAL SECURITY.  (a) ☐ CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being  effected pursuant to and in accordance with Rule 144 to a Person who is not an affiliate (as defined in Rule 144) of  the Company under the Securities Act (without regard to the holding period specified under Rule 144(d)) and in  compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any  state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Affiliate Holder Legend  are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer  in accordance with the terms of the Indenture, the transferred beneficial interest will no longer be subject to the  restrictions on transfer enumerated in the Affiliate Holder Legend printed on the Affiliate Holder Note or Affiliate  Holder Global Security, as applicable, and in the Indenture.  (b) ☐ CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The  Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the  Securities Act other than Rule 144 to a Person who is not an affiliate (as defined in Rule 144) of the Company and in  compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any  State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Affiliate Holder Legend  are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer  in accordance with the terms of the Indenture, the transferred beneficial interest will not be subject to the restrictions  on transfer enumerated in the Affiliate Holder Legend printed on the Affiliate Holder Note or Affiliate Holder Global  Security, as applicable, and in the Indenture.  4. ☐ CHECK IF TRANSFEROR IS AN AFFILIATE OF THE COMPANY.  5. ☐ CHECK IF TRANSFEREE IS AN AFFILIATE OF THE COMPANY.   This certificate and the statements contained herein are made for your benefit and the benefit of the Company.  [Insert Name of Transferor]      By:    Name:     Title:    Dated:          





 






   B-3    ANNEX A TO CERTIFICATE OF TRANSFER  1. The Transferor owns and proposes to transfer its interest in the Affiliate Holder Note or Affiliate  Holder Global Security, as applicable  2. After the Transfer the Transferee will hold:  [CHECK ONE]  a beneficial interest in the:  (i) ☐ Affiliate Holder Note, or  (ii) ☐ Affiliate Holder Global Security, or  (iii) ☐ Non-Affiliate Holder Global Security (CUSIP 049323 AB4),  in accordance with the terms of the Indenture.    





 






   B-1-1    EXHIBIT B-1  FORM OF CERTIFICATE FROM  ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR  Atlas Financial Holdings, Inc.953 American Lane, 3rd Floor  Schaumburg, Illinois 60173  Wilmington Trust Company, National Association  1100 North Market Street  Wilmington, DE 19890      Re: 6.625%/7.25% Senior Unsecured PIK Toggle Notes due 2027  Reference is hereby made to the Indenture, dated as of April 26, 2017, as supplemented by that First  Supplemental Indenture, dated as of April 26, 2017 and that Second Supplemental Indenture, dated as of April 14,  2022, each  by and between Atlas Financial Holdings, Inc. (the “Company”) and the Trustee (the “Indenture”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.  In connection with our proposed purchase of $                           aggregate principal amount of 2027 Notes,  we confirm that:  1. We understand that any subsequent transfer of the 2027 Notes or any interest therein is subject to  certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to  resell, pledge or otherwise transfer the 2027 Notes or any interest therein except in compliance with, such restrictions  and conditions and the Securities Act of 1933, as amended (the “Securities Act”).  2. We understand that the 2027 Notes have not been registered under the Securities Act, and that the  2027 Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We  agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should  sell the 2027 Notes or any interest therein, we will do so only (A) to the Company, (B) in accordance with Rule 144A  under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited  investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker- dealer) to you and to the Company a signed letter substantially in the form of this letter and, if such transfer is in  respect of a principal amount of 2027 Notes at the time of transfer of less than $100,000, an Opinion of Counsel in  form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act,  (D) pursuant to an effective registration statement under the Securities Act, (E) in accordance with Rule 144 under the  Securities Act (without regard to the holding period specified under Rule 144(d)) or (F) in accordance with another  exemption from the registration requirements of the Securities Act, and we further agree to provide to any Person  purchasing the 2027 Notes from us in a transaction meeting the requirements of clauses (A) through (F) of this  paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.  3. We understand that, on any proposed resale of the 2027 Notes or beneficial interest therein, we will  be required to furnish to you and the Company such certifications, legal opinions and other information as you and  the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We  further understand that the 2027 Notes purchased by us will bear a legend to the foregoing effect.  4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of  Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as  to be capable of evaluating the merits and risks of our investment in the 2027 Notes, and we and any accounts for  which we are acting are each able to bear the economic risk of our or its investment.  5. We are acquiring the 2027 Notes or beneficial interest therein purchased by us for our own account  or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise  sole investment discretion.  





 






   B-1-2    You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter  or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to  the matters covered hereby.  [Insert Name of Accredited Investor]      By:    Name:     Ti t le :     Dated:      





 






   C-1    EXHIBIT C  FORM OF CERTIFICATE OF EXCHANGE  Atlas Financial Holdings, Inc.  953 American Lane, 3rd Floor  Schaumburg, Illinois 60173    Wilmington Trust Company, National Association  1100 North Market Street  Wilmington, DE 19890  Re: 6.625%/7.25% Senior Unsecured PIK Toggle Notes due 2027  Reference is hereby made to the Indenture, dated as of April 26, 2017, as supplemented by that First  Supplemental Indenture, dated as of April 26, 2017 and that Second Supplemental Indenture, dated as of April 14,  2022, each  by and between Atlas Financial Holdings, Inc. (the “Company”) and the Trustee (the “Indenture”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.                                           (the “Owner”) owns and proposes to exchange the 2027 Note[s] or interest in such  2027 Note[s] specified herein, in the principal amount of $ in such 2027 Note[s] or interests (the “Exchange”). In  connection with the Exchange, the Owner hereby certifies that:  1) EXCHANGE OF BENEFICIAL INTERESTS IN AN AFFILIATE HOLDER NOTE OR AN  AFFILIATE HOLDER GLOBAL SECURITY WITH AN AFFILIATE HOLDER LEGEND FOR BENEFICIAL  INTERESTS IN A NON-AFFILIATE HOLDER GLOBAL SECURITY  a) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN AN  AFFILIATE HOLDER NOTE OR AN AFFILIATE HOLDER GLOBAL SECURITY WITH AN AFFILIATE  HOLDER LEGEND TO BENEFICIAL INTEREST IN A NON-AFFILIATE HOLDER GLOBAL SECURITY. In  connection with the Exchange of the Owner's beneficial interest in an  Affiliate Holder Note or an Affiliate Holder  Global Security with an Affiliate Holder Legend for a beneficial interest in a Non-Affiliate Holder Global Security in  an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own  account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable  to the Global Securities and pursuant to and in accordance with the United States Securities Act of 1933, as amended  (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Affiliate Holder Legend are  not required in order to maintain compliance with the Securities Act, (iv) the beneficial interest in a Non-Affiliate  Holder Global Security is being acquired in compliance with any applicable blue sky securities laws of any state of  the United States and (v) the Owner is not an affiliate (as defined in Rule 144) of the Company.  2) ☐ CHECK IF OWNER IS AN AFFILIATE OF THE COMPANY.  3) ☐ CHECK IF OWNER IS EXCHANGING THIS 2027 NOTE IN CONNECTION WITH  AN EXPECTED TRANSFER TO AN AFFILIATE OF THE COMPANY.  This certificate and the statements contained herein are made for your benefit and the benefit of the Company  and are dated  





 






   C-1    [Insert Name of Transferor]      By:    Name:     Ti t le :     Dated: