Exhibit








Third Point Reinsurance (USA) Ltd. 
Third Point Re (USA) Holdings Inc. 
535 Springfield Avenue 
Suite 120 
Summit, New Jersey 07901 
 
July 31, 2018
Third Point LLC 
Third Point Advisors L.L.C.  
390 Park Avenue 
New York, New York 10022 
Attention: Josh Targoff and Mendy Haas 
Re:    Termination of Joint Venture and Investment Management Agreement
Dear Sirs,
This letter agreement (this “Letter Agreement”) confirms our agreement to terminate the Amended and Restated Joint Venture and Investment Management Agreement, dated June 22, 2016 (the “JV Agreement”), by and among Third Point Re (USA) Holdings Inc., Third Point Reinsurance (USA) Ltd. (“TP Re USA”), Third Point LLC (“Third Point”) and Third Point Advisors L.L.C. (“TP GP”).  Capitalized terms used but not defined herein shall have the meanings given to such terms in the JV Agreement. 
Reference is made to that certain Amended and Restated Exempted Limited Partnership Agreement of Third Point Enhanced LP (the “Partnership”) dated July 31, 2018 (the “Partnership Agreement”).  Each of the parties hereto acknowledges that (i) TP Re USA will transfer legal title to all Investable Assets (such term as defined in the Partnership Agreement) held in the Joint Venture to the Partnership beginning on August 31, 2018, and (ii) all Collateral Assets (such term as defined in the Partnership Agreement) held in the Joint Venture will be managed by Third Point pursuant to a collateral assets investment management agreement effective August 31, 2018.  
Each of the parties hereto hereby agrees that (i) TP Re USA shall have withdrawn from the Joint Venture in full as of the date on which legal title to all Investable Assets in the Joint Venture have been transferred to the Partnership and (ii) the JV Agreement shall terminate as of such withdrawal date pursuant to Section 7.1(a)(iii) thereof.  Any provisions in the JV Agreement that would otherwise prohibit this transfer of assets are hereby waived to permit such transfer.
This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York and subject to Section 9.4 of the JV Agreement.  This Letter Agreement may be executed in counterparts, each of which is deemed to be an original hereof.   
[Remainder of page left blank intentionally]
















Sincerely, 
THIRD POINT RE (USA) HOLDINGS INC.
    
By: /s/ J. Robert Bredahl    
Name: J. Robert Bredahl
		
	Title: 
	Director






By: /s/ Manoj K. Gupta    
Name: Manoj K. Gupta
		
	Title: 
	Director




THIRD POINT REINSURANCE (USA) LTD. 


By: /s/ J. Robert Bredahl    
Name: J. Robert Bredahl
		
	Title: 
	Chief Executive Officer






By: /s/ Manoj K. Gupta    
Name: Manoj K. Gupta
		
	Title: 
	President








[Signature Page to Letter Agreement re: US JV Agreement Termination]











Agreed to and Accepted by:
THIRD POINT LLC


By: /s/ R. Mendy Haas                 
		
	Name:
	R. Mendy Haas    


		
	Title:
	Chief Financial Officer 




THIRD POINT ADVISORS L.L.C.


By: /s/ R. Mendy Haas                 
		
	Name:
	R. Mendy Haas    


		
	Title:
	Authorized Signatory 






[Signature Page to Letter Agreement re: US JV Agreement Termination]