Exhibit 10.34


 





EXECUTION VERSION


 





 



 


INVESTMENT AGREEMENT


 


dated as of November 30, 2017


 


between


 


FGL HOLDINGS


 


and


 


The persons listed on Annex
1 and Annex 2


 





 



 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Article I PURCHASE; CLOSING	4
	1.1	Purchase	4
	1.2	Closing	4
	1.3	Closing Deliveries	5
	 	 	 
	Article II REPRESENTATIONS AND WARRANTIES	6
	2.1	Representations and Warranties of the Company	6
	2.2	Representations and Warranties of the Purchasers	14
	 	 	 
	Article III COVENANTS	17
	3.1	Actions	17
	3.2	Access, Information and Confidentiality	17
	3.3	Board of Director’s Recommendation; Proxy Statement	18
	3.4	Tax Matters	19
	 	 	 
	Article IV ADDITIONAL AGREEMENTS	21
	4.1	Transfer Restrictions	21
	4.2	Governance Matters	22
	4.3	Legend	22
	4.4	Reservation for Issuance	23
	4.5	Certain Transactions	23
	4.7	Exchange Listing	23
	4.8	Certificates of Designations	23
	4.9	Use of Proceeds	23
	4.10	MFN Provision	23
	4.11	ECLs	23
	 	 	 
	Article V MISCELLANEOUS	24
	5.1	Expenses	24
	5.2	Amendment; Waiver	24
	5.3	Counterparts and Facsimile	24
	5.4	Governing Law	24
	5.5	WAIVER OF JURY TRIAL	24
	5.6	Notices	24
	5.7	Entire Agreement, Etc.	26
	5.8	Interpretation; Other Definitions	26
	5.9	Captions	27
	5.10	Severability	27
	5.11	No Third-Party Beneficiaries	28
	5.12	Public Announcements	28
	5.13	Specific Performance	28
	5.14	No Recourse	28


 




    i 


     


    

  


INDEX OF DEFINED TERMS


 


	Term	 	Location of

Definition
	Action	 	2.1(m)
	Affiliate	 	5.8(a)
	Agreement	 	Preamble
	Articles of Association	 	Recitals
	Amended Articles	 	1.3(a)(iv)
	Board of Directors	 	2.1(d)(i)
	BTO Commitment	 	Recitals
	BTO Fund	 	Recitals
	business day	 	5.8(e)
	Certificates of Designations 	 	2.1(u)(ii)
	Class A Shares	 	Recitals
	Closing	 	1.2(a)
	Closing Date	 	1.2(a)
	Code	 	2.1(i)
	Company	 	Preamble
	Company Financial Statements	 	2.1(f)
	Company Parties	 	2.1(x)
	Company Reports	 	2.1(g)(i)
	Company Subsidiary	 	2.1(a)(ii)
	Company’s knowledge	 	5.8(g)
	control/controlled by/under common control with	 	5.8(a)
	Debt Commitment Letter	 	1.3(a)(iii)
	ECLs	 	Recitals
	Equity Funding Documents 	 	2.1(s)
	Exchange Act	 	2.1(g)(i)
	FGL	 	Recitals
	FNF	 	Recitals
	FNF Amendment Fee 	 	Recitals
	FNF Amendment Fee Letter	 	Recitals
	FNF Backstop Commitment	 	Recitals
	FNF Backstop Warrant Commitment	 	Recitals
	FNF Commitment Fee	 	Recitals
	FNF Fee Letter	 	Recitals
	FNF Investment Commitment	 	Recitals
	FNF Investment Purchase Price	 	1.1(b)
	FNF OID	 	Recitals
	FNF Ordinary Shares	 	1.1(b)
	FNF Preferred Shares	 	1.1(b)
	FNF Purchasers	 	Preamble
	FNF Securities	 	1.1(b)
	FNF Warrant Commitment	 	Recitals


 




    ii 


     


    

 


	Term	 	Location of

Definition
	Forward Purchase Agreements	 	Recitals
	FPA ECLs	 	Recitals
	FPA Shortfall	 	Recitals
	FSR Bermuda	 	Recitals
	FSR Cayman	 	Recitals
	GAAP	 	2.1(f)
	Governmental Entity	 	2.1(e)
	GSO	 	Recitals
	GSO Amendment Fee	 	Recitals
	GSO Amendment Fee Letter	 	Recitals
	GSO Backstop Commitment	 	Recitals
	GSO Backstop Warrant Commitment	 	Recitals
	GSO Commitment Fee	 	Recitals
	GSO Fee Letter	 	Recitals
	GSO Investment Commitment	 	Recitals
	GSO Investment Purchase Price	 	1.1(a)
	GSO OID	 	Recitals
	GSO Preferred Shares	 	1.1(a)
	GSO Purchasers	 	Preamble
	GSO Securities 	 	1.1(a)
	GSO Side Letter	 	Recitals
	GSO Warrant Commitment	 	Recitals
	HRG	 	Recitals 
	including/includes/included/include	 	5.8(c)
	Indebtedness	 	2.1(b)
	Information	 	3.2(b)
	Investor Letter	 	Recitals
	knowledge of the Company	 	5.8(g)
	Liens	 	2.1(c)
	Limited Guarantees	 	2.1(x)
	Material Adverse Effect	 	2.1(d)(ii)
	Merger	 	Recitals
	Merger Agreement	 	Recitals
	Merger Sub	 	Recitals
	NYSE	 	1.3(a)(v)
	Ordinary Shares	 	Recitals
	Parent	 	Recitals
	person	 	5.8(f)
	Pledge	 	4.1(a)
	Preferred Shares	 	2.1(b)
	Purchased Preferred Shares	 	1.1(b)
	Purchased Securities	 	1.2(a)
	Purchaser	 	Preamble


 




    iii 


     


    

 


	Term	 	Location of

Definition
	Purchaser Parties	 	2.2(n)
	Qualifying Ownership Interest	 	3.2(a)
	Registration Rights 	 	2.2(b)
	SEC	 	2.1(f)
	Securities	 	2.1(b)
	Securities Act	 	2.1(g)(i)
	Series A Preferred Shares	 	Recitals
	Series A Certificate of Designations	 	Recitals
	Series B Certificate of Designations	 	Recitals
	Series B Preferred Shares	 	Recitals
	Share Purchase Agreement	 	Recitals
	Shareholder Proposal	 	3.3(a)
	Shareholder Redemptions	 	Recitals
	Subject Transactions	 	Recitals
	Subsidiary	 	2.1(a)(ii)
	Taxes	 	2.1(i)
	Tax Return	 	2.1(i)
	Transfer	 	4.1(a)
	Voting Debt	 	2.1(b)


 




    iv 


     


    

  


LIST OF SCHEDULES AND EXHIBITS


 


	Annex 1	GSO Purchasers
	 	 
	Annex 2	FNF Purchasers
	 	 
	Annex 3	Capital Structure
	 	 
	Annex 4	Registration Rights
	 	 
	Exhibit A	Form of Certificate of Designations of the Series A Preferred Shares
	 	 
	Exhibit B	Form of Certificate of Designations of the Series B Preferred Shares
	 	 
	Exhibit C	Forms of Opinions of Maples and Calder and Skadden, Arps, Slate, Meagher & Flom LLP
	 	 
	Exhibit D	Articles of Association


 




    v 


     


    

  


INVESTMENT AGREEMENT, dated as of November
30, 2017 (this “Agreement”), between FGL HOLDINGS, a Cayman Islands exempted company (the “Company”),
the persons listed on Annex 1 (the “GSO Purchasers”) and the persons listed on Annex 2 (the “FNF
Purchasers”, collectively with the GSO Purchasers, the “Purchasers”, and each, a “Purchaser”).


 


RECITALS:


 


A.         The
Subject Transactions. The Company, FGL US Holdings Inc., a Delaware corporation and wholly owned indirect subsidiary of the
Company (“Parent”), FGL Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of Parent
(“Merger Sub”), and Fidelity & Guaranty Life, a Delaware corporation (“FGL”), have entered
into that certain Agreement and Plan of Merger, dated as of May 24, 2017 (as it may be amended, restated, supplemented
or otherwise modified from time to time, the “Merger Agreement”). The Merger Agreement provides for the merger
of Merger Sub with and into FGL, with FGL surviving (the “Merger”). In addition, the Company, HRG Group, Inc.,
the controlling shareholder of FGL (“HRG”), Parent, Front Street RE (Delaware) Ltd., a wholly owned subsidiary
of HRG, Front Street Re (Cayman) Ltd. (“FSR Cayman”) and Front Street Re Ltd. (“FSR Bermuda”),
have entered into that certain Share Purchase Agreement, dated as of May 24, 2017 (as it may be amended, restated, supplemented
or otherwise modified from time to time, the “Share Purchase Agreement”). The Share Purchase Agreement provides
for the purchase by Parent of all the issued and outstanding shares of FSR Cayman and FSR Bermuda (together with the Merger,
the “Subject Transactions”).


 


B.         The
Commitments and Other Arrangements.


 


		1)	In connection with the Subject Transactions, the Company received equity commitment letters, dated May 24, 2017 (as
amended, the “ECLs”), committing (i) GSO Capital Partners LP, a Delaware limited partnership (“GSO”)
to purchase preferred equity of the Company for an aggregate cash purchase price of (A) $275,000,000 (the “GSO Investment
Commitment”) plus (B) up to an additional $465,000,000 (the “GSO Backstop Commitment”)
to offset any redemptions by the Company of its existing Class A Shares, par value $0.01 per share (the “Class A
Shares”) required pursuant to its constitutive documents in connection with the Company’s shareholder vote to approve
the Merger (any such redemptions, the “Shareholder Redemptions”), (ii) Blackstone Tactical Opportunities
Fund II L.P. (“BTO Fund”) to purchase common equity of the Company for an aggregate cash purchase price
of $225,000,000 (the “BTO Commitment”), and (iii) Fidelity National Financial, Inc. (“FNF”)
to purchase common and preferred equity of the Company for an aggregate cash purchase price of (A) $235,000,000 (the “FNF
Investment Commitment”) plus (B) up to an additional $195,000,000 (“FNF Backstop Commitment”)
to offset any Shareholder Redemptions.



 


		2)	Pursuant to the investor letter agreement, dated May 24, 2017, by and among the Company, BTO Fund, FNF and GSO (as
amended, the “Investor Letter”), $100,000,000 of the FNF Investment Commitment will be allocated to the purchase
of preferred equity and warrants of the Company.



 




     


     


    

 


		3)	The Company and GSO entered into a side letter agreement, dated May 24, 2017 (as amended, the “GSO Side
Letter”), providing for, among other things, certain terms of the preferred equity to be acquired by GSO and FNF.



 


		4)	The Company and GSO entered into a fee letter agreement, dated May 24, 2017 (as amended, the “GSO Fee Letter”),
providing for, among other things, (i) the payment by the Company to GSO of an original issue discount of $5,500,000 in respect
of the preferred equity to be issued to GSO pursuant to the GSO Investment Commitment (the “GSO OID”), (ii) the
payment by the Company to GSO of a commitment fee of $6,975,000 (the “GSO Commitment Fee”), and (iii) the
issuance and delivery by the Company to GSO of warrants exercisable for, in the aggregate, 3.3% of the ordinary shares, par value
$0.0001 per share, of the Company (“Ordinary Shares”) (on a fully diluted basis), with an exercise price per
Ordinary Share of $0.01 (the “GSO Warrant Commitment”) and, if and to the extent GSO funds any amount of the
GSO Backstop Commitment, warrants exercisable for, in the aggregate, the product of (A) the proportion of the GSO Backstop
Commitment that is funded, and (B) 3.5% of the Company’s issued and outstanding Ordinary Shares (on a fully diluted
basis) (the “GSO Backstop Warrant Commitment”). The Company has also agreed to pay or reimburse GSO for fees
and expenses of counsel in connection with GSO’s anticipated purchase of the preferred shares.



 


		5)	The Company and FNF entered into a fee letter agreement, dated May 24, 2017 (as amended, the “FNF Fee Letter”),
providing for, among other things, (i) the payment by the Company to FNF of an original issue discount of $2,000,000 in respect
of the preferred equity to be issued to FNF pursuant to the FNF Investment Commitment (the “FNF OID”), (ii) the
payment by the Company to FNF of a commitment fee of $2,925,000 (the “FNF Commitment Fee”), and (iii) the
issuance and delivery by the Company to FNF of warrants exercisable for, in the aggregate, 1.2% of the Company’s Ordinary
Shares (on a fully diluted basis), with an exercise price per Ordinary Share of $0.01 (the “FNF Warrant Commitment”)
and, if and to the extent FNF funds any amount of the FNF Backstop Commitment, warrants exercisable for, in the aggregate, the
product of (A) the proportion of the FNF Backstop Commitment that is funded, and (B) 1.5% of the Company’s issued
and outstanding Ordinary Shares (on a fully diluted basis) (the “FNF Backstop Warrant Commitment”). The Company
has also agreed to pay or reimburse FNF for fees and expenses of counsel in connection with FNF’s anticipated purchase of
the preferred shares.



 


		6)	On August 4, 2017, the deadline for Shareholder Redemptions under the Company’s constitutive documents passed with
no Shareholder Redemptions occurring, and as a result no preferred shares will be issued in respect of the GSO Backstop Commitment
or the FNF Backstop Commitment, and no warrants will be issued to GSO in respect of the GSO Backstop Warrant Commitment or to FNF
in respect of the FNF Backstop Warrant Commitment.



 


		7)	On October 6, 2017, in connection with the amendment of the GSO Side Letter, the Company agreed to pay (i) GSO an amendment
fee of $2,900,000 (the “GSO Amendment Fee”) under an amendment fee letter agreement (the “GSO Amendment
Fee Letter”) and (ii) FNF an amendment fee of $1,100,000 (the “FNF Amendment Fee”) under an amendment
fee letter agreement (the “FNF Amendment Fee Letter”).



 




    	 	2	 



     


    

 


		8)	In connection with the execution of this Agreement, the parties hereto have determined that Ordinary Shares be issued in satisfaction
of the GSO Warrant Commitment and FNF Warrant Commitment as set forth herein.



 


C.          Forward
Purchase Arrangements. The Company received forward purchase backstop equity commitment letters, dated as of May 24, 2017
(the “FPA ECLs”), committing (i) BTO Fund to purchase equity of the Company for an aggregate cash purchase
price equal to one-third (1/3) of the aggregate amount, if any, not funded by one or more purchasers under forward purchase agreements
between the Company, CF Capital Growth, LLC and each of the counterparties thereto (the “Forward Purchase Agreements”)
at or prior to the Closing pursuant to the Forward Purchase Agreements (the “FPA Shortfall”), up to an aggregate
amount of $100 million, and (ii) FNF to purchase equity of the Company for an aggregate cash purchase price equal to two-thirds
(2/3) of the FPA Shortfall, up to an aggregate amount of $200 million.


 


D.          The
Investment. Immediately prior to the completion of the Merger and pursuant to the GSO Investment Commitment and the FNF Investment
Commitment, the Company intends to sell:


 


		1)	to the GSO Purchasers, and the GSO Purchasers intend to purchase from the Company, as an investment in the Company and on the
terms and conditions hereof: (a) Series A Cumulative Convertible Preferred Shares, par value $0.0001 per share, of the Company
(the “Series A Preferred Shares”), having the terms reflected in the certificate of designations set forth in
Exhibit A (the “Series A Certificate of Designations”) and made a part of the Company’s Second
Amended and Restated Memorandum and Articles of Association (the “Articles of Association”) pursuant to the
terms thereof, and (b) Ordinary Shares; and



 


		2)	to the FNF Purchasers, and the FNF Purchasers intend to purchase from the Company, as an investment in the Company and on the
terms and conditions hereof: (a) Series B Cumulative Convertible Preferred Shares, par value $0.0001 per share, of the Company
(the “Series B Preferred Shares”), having the terms reflected in the certificate of designations set forth in
Exhibit B (the “Series B Certificate of Designations”) made a part of the Articles of Association
pursuant to the terms thereof; and (b) Ordinary Shares.



 


NOW, THEREFORE, in consideration of the
premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 




    	 	3	 



     


    

 


Article I


 


PURCHASE; CLOSING


 


1.1         Purchase.
On the terms and subject to the conditions set forth herein, at the Closing, the Purchasers will purchase from the Company, and
the Company will sell to the Purchasers, free and clear of all Liens (other than those arising by reason of any act of the Purchasers
or under applicable securities laws):


 


(a)       the
number of Series A Preferred Shares set forth opposite the name of each GSO Purchaser under the heading “Preferred Shares”
on Annex 1 (the “GSO Preferred Shares”) and the number of Ordinary Shares set forth opposite the
name of each GSO Purchaser under the heading “Ordinary Shares”, (the “GSO Ordinary Shares”, and
together with the GSO Preferred Shares, the “GSO Securities”), for an aggregate cash purchase price of $259,625,000
(the “GSO Investment Purchase Price”), which reflects a face amount of Series A Preferred Shares of $275,000,000,
less (i) $5,500,000 in respect of the GSO OID, (ii) $6,975,000 in respect of the GSO Commitment Fee and (iii) $2,900,000
in respect of the GSO Amendment Fee; and


 


(b)       the
number of Series B Preferred Shares set forth opposite the name of each FNF Purchaser under the heading “Preferred Shares”
on Annex 2 (the “FNF Preferred Shares”, collectively with the GSO Preferred Shares, the “Purchased
Preferred Shares”) and the number of Ordinary Shares set forth opposite the name of each FNF Purchaser under the heading
“Ordinary Shares”, (the “FNF Ordinary Shares”, collectively with the FNF Preferred Shares, the “FNF
Securities”) for an aggregate cash purchase price of $93,975,000 (the “FNF Investment Purchase Price”),
which reflects a face amount of Series B Preferred Shares of $100,000,000, less (i) $2,000,000 in respect of the FNF
OID, (ii) $2,925,000 in respect of the FNF Commitment Fee and (iii) $1,100,000 in respect of the FNF Amendment Fee.


 


1.2       Closing.


 


(a)       The
closing of the purchase of the GSO Securities and the FNF Securities (collectively, the “Purchased Securities”)
referred to in Section 1.1 by the Purchasers pursuant hereto (the “Closing”) shall occur at 9:00
A.M., New York City time, on the date hereof, at the New York offices of Winston and Strawn LLP, or at such other time and location
as agreed by the Purchasers and the Company in writing. The date of the Closing is referred to as the “Closing Date.”


 


(b)       At
least one calendar day before the Closing, (i) the GSO Purchasers shall have delivered the GSO Investment Purchase Price, and (ii)
the FNF Purchasers shall have delivered the FNF Investment Purchase Price, in each case by wire transfer of immediately available
funds to a bank account that has been designated by the Company.


 


(c)       At
the Closing, (i) the Company will (A) make entries in its register of members in order to record and give effect to the issue to
the Purchasers of the Purchased Securities, (B) deliver to the Purchasers a certified copy of the register of members of the Company
reflecting the Purchasers as the holders of the Purchased Securities, free and clear of all Liens (other than those arising by
reason of any act of the Purchasers or under applicable securities laws) and (C) deliver all other items required to be delivered
pursuant to Section 1.3(a), and (ii) the Purchasers shall deliver all other items required to be delivered pursuant
to Section 1.3(b).


 




    	 	4	 



     


    

 


1.3         Closing
Deliveries.


 


(a)         At
the Closing, the Company shall deliver, or shall cause to be delivered, to the Purchasers, the following:


 


(i)       evidence,
in such form as is reasonably acceptable to the Purchasers, (A) of the satisfaction (or waiver) of the conditions set forth
in the Merger Agreement and Share Purchase Agreement (other than those conditions that by their terms are to be satisfied at the
respective closings of the Subject Transactions), and (B) that the closings of the Subject Transactions shall occur substantially
concurrently with the Closing;


 


(ii)       evidence,
in such form as is reasonably acceptable to the Purchasers, that the transactions contemplated by the ECLs (other than with respect
to the GSO Backstop Commitment and the FNF Backstop Commitment) and the Forward Purchase Agreements shall be completed substantially
concurrently with the Closing;


 


(iii)       evidence,
in such form as is reasonably acceptable to the Purchasers, that the transactions contemplated by the commitment letter, dated
October 10, 2017, between the Company and Royal Bank of Canada, RBC Capital Markets, Bank of America, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, BNP Paribas and Associated Bank, National Association (the “Debt Commitment Letter”)
shall be completed substantially concurrently with the Closing;


 


(iv)       
evidence, in such form as is reasonably acceptable to the Purchasers, that the Second Amended and Restated Memorandum and Articles
of Association (“the Amended Articles”) have been authorized and approved by all required corporate action,
and have become effective;


 


(v)       evidence
that the GSO Ordinary Shares and FNF Ordinary Shares shall have been authorized for listing on the New York Stock Exchange (“NYSE”),
subject to official notice of issuance;


 


(vi)       a
certificate executed by the Chief Financial Officer of the Company certifying that the representations and warranties set forth
in Section 2.1 are true and correct as of the Closing Date, except that those representations and warranties that address
matters only as of a specified date are true and correct as of such date; and


 




    	 	5	 



     


    

 


(vii)       an
opinion of each of Maples and Calder and Skadden, Arps, Slate, Meagher & Flom LLP addressed to the Purchasers, dated as of
the Closing Date, in the forms attached as Exhibit C hereto.


 


(b)       At
the Closing, the Purchasers shall deliver, or shall cause to be delivered, to the Company, the following:


 


(i)       a
letter to Continental Stock Transfer & Trust Company executed by a duly authorized person authorizing the release of the Private
Placement Fund as defined in the escrow agreement between the Company and Continental Stock Transfer & Trust Company dated
November 29, 2017; and


 


(ii)       a
certificate executed by a duly authorized person of each Purchaser certifying that the representations and warranties set forth
in Section 2.2 are true and correct as of the date hereof and the Closing Date, except that those representations and warranties
that address matters only as of a specified date are true and correct as of such date, in each case, in respect of itself only.


 


Article II


 


REPRESENTATIONS AND WARRANTIES


 


2.1         Representations
and Warranties of the Company. The Company represents and warrants to the Purchasers
as follows:


 


(a)       Incorporation
and Authority.


 


(i)       The
Company is duly incorporated, validly existing and in good standing as an exempted company under the laws of the Cayman Islands
and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted. The
Company has furnished to the Purchasers true, correct and complete copies of the Articles of Association as in effect on the date
of this Agreement.


 


(ii)       Each
Company Subsidiary is duly organized, validly existing, duly qualified to do business and in good standing under the laws of the
jurisdiction of its organization (if the concept of “good standing” is a recognized concept in such jurisdiction) and
has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted. The organizational
chart set forth in Annex 3 is true, correct and complete as of the date of this Agreement. As used herein, “Subsidiary”
means, with respect to any person, any corporation, partnership, joint venture, limited liability company or other entity (A) of
which such person or a subsidiary of such person is a general partner or (B) of which a majority of the voting securities
or other voting interests, or a majority of the securities or other interests of which having by their terms ordinary voting power
to elect a majority of the Board of Directors or persons performing similar functions with respect to such entity, is directly
or indirectly owned by such person and/or one or more subsidiaries thereof; and “Company Subsidiary” means any
Subsidiary of the Company.


 




    	 	6	 



     


    

 


(b)       Capitalization.
Annex 3 sets forth (i) the authorized capital stock and Indebtedness of the Company as of immediately prior to
the Effective Time of the Merger (as such terms are defined in the Merger Agreement), and (ii) the authorized capital stock
and Indebtedness of the Company as of immediately after the Effective Time of the Merger. Except as reflected on Annex 3,
the Company has not (A) issued or authorized the issuance of any Ordinary Shares, any preferred shares in the capital of the
Company (“Preferred Shares”), or any securities convertible into or exchangeable or exercisable for Ordinary
Shares or Preferred Shares, (B) reserved for issuance any Ordinary Shares or Preferred Shares or (C) repurchased or redeemed,
or authorized the repurchase or redemption of, any Ordinary Shares or Preferred Shares. All of the issued and outstanding Ordinary
Shares and Preferred Shares have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive
rights. No bonds, debentures, notes or other Indebtedness having the right to vote on any matters on which the shareholders of
the Company may vote (“Voting Debt”) are issued and outstanding. Except as reflected on Annex 2,
the Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements
of any character calling for the purchase or issuance of, or securities or rights convertible into or exchangeable for, any Ordinary
Shares or Preferred Shares or any other equity securities of the Company or Voting Debt or any securities representing the right
to purchase or otherwise receive any shares of capital stock of the Company (including any rights plan or agreement). The Company
has obtained valid and effective waivers of any rights of first refusal, rights of first offer, rights of co-sale, preemptive rights
and any other similar rights regarding the Purchased Securities and the Ordinary Shares into which the GSO Preferred Shares and
the FNF Preferred Shares can be converted in accordance with the terms thereof and of this Agreement (collectively, the “Securities”).
For the purposes of this Section 2.1(b) “Indebtedness” means, with respect to any person, without duplication,
(i) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person,
(ii) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (iii) all capitalized
lease obligations of such person, (iv) all guarantees and arrangements having the economic effect of a guarantee of such person
of any Indebtedness of any other person, or (v) all obligations or undertakings of such person to maintain or cause to be
maintained the financial position or covenants of others or to purchase the obligations or property of others.


 


(c)       Company’s
Subsidiaries. The Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock of or all
other equity interests in each of the Company Subsidiaries, free and clear of any liens, charges, adverse rights or claims, pledges,
covenants, title defects, security interests and other encumbrances of any kind (“Liens”), and all of such shares
or equity interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. No
Company Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any
character calling for the purchase or issuance of any shares of capital stock, any other equity security or any Voting Debt of
such Company Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock,
any other equity security or Voting Debt of such Company Subsidiary.


 




    	 	7	 



     


    

 


(d)       Authorization.


 


(i)       The
Company has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution,
delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been
duly and unanimously authorized by the board of directors of the Company (the “Board of Directors”). This Agreement
has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by the
Purchasers, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms (except
as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar
laws of general applicability relating to or affecting creditors’ rights or by general equity principles). No other corporate
proceedings are necessary for the execution and delivery by the Company of this Agreement, the performance by it of its obligations
hereunder or the consummation by it of the transactions contemplated hereby. The Company has received the requested approvals by
its shareholders of the proposals set forth in its definitive proxy statement, dated July 26, 2017, and all such approvals
continue to be valid and effective.


 


(ii)       Neither
the execution and delivery by the Company of this Agreement, nor the consummation of the transactions contemplated hereby, nor
compliance by the Company with any of the provisions hereof or of the Certificates of Designation, will (A) violate, conflict
with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both,
would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right
on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration
of, or result in the creation of any Lien upon any of the material properties or assets of the Company or any Company Subsidiary
under any of the terms, conditions or provisions of (i) its Articles of Association or the certificate of incorporation, charter,
bylaws or other governing instrument of any Company Subsidiary or (ii) any note, bond, mortgage, indenture, deed of trust,
license, lease, agreement or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which
it may be bound, or to which the Company or any Company Subsidiary or any of the properties or assets of the Company or any Company
Subsidiary may be subject, or (B) subject to compliance with the statutes and regulations referred to in Section 2.1(e),
violate any law, statute, ordinance, rule, regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ,
injunction or decree applicable to the Company or any Company Subsidiary or any of their respective properties or assets, in each
case, except in the case of clauses (A)(ii) and (B) for such violations, conflicts and breaches as would not reasonably be expected
to have a Material Adverse Effect. As used in this Agreement, the term “Material Adverse Effect” means (1) a
material adverse change in, or a material adverse effect upon, the business, properties, results of operations or condition (financial
or otherwise) of the Company and Company Subsidiaries taken as a whole or (2) a material impairment of the ability of the Company
to perform under this Agreement.


 




    	 	8	 



     


    

 


(e)         Governmental
Consents. No material notice to, registration, declaration or filing with, exemption or review by, or authorization, order,
consent or approval of, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or
other governmental agency, commission or authority, any non-governmental self-regulatory agency, commission or authority or any
arbitral body (a “Governmental Entity”), or expiration or termination of any statutory waiting period, is necessary
for the consummation by the Company of the transactions contemplated by this Agreement, other than such authorizations, orders,
consents or approvals as have already been obtained by the Company.


 


(f)          Financial
Statements. Each of the consolidated balance sheets of the Company and the Company Subsidiaries and the related consolidated
statements of income, stockholders’ equity and cash flows, together with the notes thereto (collectively, the “Company
Financial Statements”), included in any Company Report filed with the United States Securities and Exchange Commission
(“SEC”) prior to the date of this Agreement, (i) have been prepared from, and are in accordance with, the
books and records of the Company and the Company Subsidiaries, (ii) complied as to form, as of their respective date of filing
with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of
the SEC with respect thereto, (iii) have been prepared in accordance with generally accepted accounting principles of the
United States of America consistently applied, as in effect at the date of such financial statements or information to which it
refers (“GAAP”) applied on a consistent basis during the periods involved, except as may be otherwise specified
in such Company Financial Statements and (iv) present fairly in all material respects the consolidated financial position
of the Company and the Company Subsidiaries as of the dates set forth therein and the consolidated results of operations, changes
in stockholders’ equity and cash flows of the Company and the Company Subsidiaries for the periods stated therein, subject,
in the case of any unaudited financial statements, to normal recurring year-end adjustments.


 


(g)         Reports.


 


(i)       Since
May 25, 2016 and until the date of this Agreement, the Company and each Company Subsidiary has timely filed all material reports,
registrations, documents, filings, statements and submissions, together with any amendments thereto, that it was required to file
with any Governmental Entity (the foregoing, collectively, the “Company Reports”) and has paid all material
fees and assessments due and payable in connection therewith. As of their respective dates of filing, the Company Reports complied
in all material respects with all statutes and applicable rules and regulations of the applicable Governmental Entities. To the
knowledge of the Company, as of the date of this Agreement, there are no outstanding comments from the SEC or any other Governmental
Entity with respect to any Company Report. In the case of each such Company Report filed with or furnished to the SEC, such Company
Report did not, as of its date or if amended prior to the date of this Agreement, as of the date of such amendment, contain an
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make
the statements made in it, in light of the circumstances under which they were made, not misleading and complied as to form in
all material respects with the applicable requirements of the Securities Act of 1933 (the “Securities Act”)
and the Securities Exchange Act of 1934 (the “Exchange Act”). With respect to all other Company Reports, the
Company Reports were complete and accurate in all material respects as of their respective dates. No executive officer of the Company
or any Company Subsidiary has failed in any respect to make the certifications required of him or her under Section 302 or
906 of the Sarbanes-Oxley Act of 2002.


 




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(ii)       The
Company (A) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange
Act) to ensure that material information relating to the Company, including the consolidated Company Subsidiaries, is made known
to the chief executive officer and the chief financial officer of the Company by others within those entities, and (B) has
disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit
committee of the Board of Directors (1) any significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to
adversely affect the Company’s ability to record, process, summarize and report financial information and (2) any fraud,
whether or not material, that involves management or other employees who have a significant role in the Company’s internal
controls over financial reporting. Since December 31, 2016 and until the date of this Agreement, (x) neither the Company nor
any Company Subsidiary nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative
of the Company or any Company Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation,
assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods
of the Company or any Company Subsidiary or their respective internal accounting controls, including any material complaint, allegation,
assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices, and
(y) no attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company
Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by
the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any
director or officer of the Company.


 




    	 	10	 



     


    

 


(h)       Properties
and Leases. The Company and the Company Subsidiaries have good and marketable title to all properties and assets owned by them,
in each case free from Liens that would affect the value thereof or interfere with the use made or to be made thereof by them,
other than such Liens as would not reasonably be expected to have a Material Adverse Effect. The Company and the Company Subsidiaries
hold all leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use
made or to be made thereof by them, other than such exceptions as would not reasonably be expected to have a Material Adverse Effect.


 


(i)       Taxes.
(A) Each of the Company and the Company Subsidiaries has (1) duly and timely filed (including pursuant to applicable
extensions granted without penalty) all material Tax Returns required to be filed by it and (2) paid in full all Taxes due
or made adequate provision in the financial statements of the Company (in accordance with GAAP) for any such Taxes, whether or
not shown as due on such Tax Returns; (B) no material deficiencies for any Taxes have been proposed, asserted or assessed
in writing against or with respect to any Taxes due by or Tax Returns of the Company or any of the Company Subsidiaries which deficiencies
have not since been resolved, except for Taxes proposed, asserted or assessed that are being contested in good faith by appropriate
proceedings and for which reserves adequate in accordance with GAAP have been provided; and (C) there are no material Liens
for Taxes upon the assets of either the Company or the Company Subsidiaries except for statutory Liens for current Taxes not yet
due or Liens for Taxes that are being contested in good faith by appropriate proceedings and for which reserves adequate in accordance
with GAAP have been provided. None of the Company or any of the Company Subsidiaries has been a “distributing corporation”
or a “controlled corporation” in any distribution occurring during the last two years in which the parties to such
distribution treated the distribution as one to which Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”)
is applicable. None of the Company or any Company Subsidiary has engaged in any transaction that is a “listed transaction”
for federal income tax purposes within the meaning of Treasury Regulations section 1.6011-4, which has not yet been the subject
of an audit. For purposes of this Agreement, “Taxes” shall mean all taxes, charges, levies, penalties or other
assessments imposed by any United States federal, state, local or foreign taxing authority, including any income, excise, property,
sales, transfer, franchise, payroll, withholding, social security or other taxes, together with any interest or penalties attributable
thereto, and any payments made or owing to any other person measured by such taxes, charges, levies, penalties or other assessment,
whether pursuant to a tax indemnity agreement, tax sharing payment or otherwise (other than pursuant to commercial agreements or
any employee benefit plan, policy, program, practice or agreement (whether written or unwritten, qualified or nonqualified, funded
or unfunded, foreign or domestic) providing compensation or other benefits to any current or former employee of the Company). For
purposes of this Agreement, “Tax Return” shall mean any return, report, information return or other document
(including any related or supporting information) required to be filed with any taxing authority with respect to Taxes, including
without limitation all information returns relating to Taxes of third parties, any claims for refunds of Taxes and any amendments
or supplements to any of the foregoing.


 




    	 	11	 



     


    

 


(j)       No
Undisclosed Liabilities. Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any
nature (absolute, accrued, contingent or otherwise) which are not properly reflected or reserved against in the Company Financial
Statements to the extent required to be so reflected or reserved against in accordance with GAAP, except for (i) liabilities
that have arisen since December 31, 2016, (ii) liabilities that have been incurred in connection with the Subject Transactions,
and (iii) liabilities that have not had and would not reasonably be expected to have a Material Adverse Effect. Except as
contemplated by the Merger Agreement and the Share Purchase Agreement, since December 31, 2016, the Company and its Subsidiaries
have conducted their business in the ordinary and usual course of business. Since December 31, 2016, no Material Adverse Effect
has occurred.


 


(k)       Offering
of Securities. Neither the Company nor any person acting on its behalf has taken any action (including any offering of any
securities of the Company under circumstances which would require the integration of such offering with the offering of any of
the Securities to be issued pursuant to this Agreement under the Securities Act, and the rules and regulations of the SEC promulgated
thereunder) which might subject the offering, issuance or sale of any of the Securities to the Purchasers pursuant to this Agreement
to the registration requirements of the Securities Act.


 


(l)       Status
of Securities. The Purchased Securities to be issued pursuant to this Agreement have been duly authorized by all necessary
corporate action. When issued and sold against receipt of the consideration therefor as provided in this Agreement, the Preferred
Shares will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and will
not be subject to preemptive rights of any other shareholder of the Company. The Ordinary Shares issuable upon conversion of the
Preferred Shares have been duly authorized by all necessary corporate action and when so issued upon such conversion or exercise
will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and will not be
subject to preemptive rights of any other shareholder of the Company.


 


(m)       Litigation
and Other Proceedings. There is no action, suit, arbitration, inquiry, investigation or proceeding by or before any Governmental
Entity (each an “Action”) pending or, to the knowledge of the Company, threatened in writing against or affecting
the Company or any Company Subsidiary or to which any of their assets are subject, nor is the Company or any Company Subsidiary
subject to any order, judgment or decree, in each case except as would not reasonably be expected to have a Material Adverse Effect.
Except as would not reasonably be expected to have a Material Adverse Effect, there is no unresolved violation, criticism or exception
by any Governmental Entity with respect to any report or relating to any examinations or inspections of the Company or any Company
Subsidiaries.


 


(n)       Compliance
with Laws. The Company and each Company Subsidiary have all material permits, licenses, franchises, authorizations, orders
and approvals of, and have made all filings, applications and registrations with, Governmental Entities that are required in order
to permit them to own or lease their properties and assets and to carry on their business as presently conducted and that are material
to the business of the Company or such Company Subsidiary. The Company and each Company Subsidiary has complied in all material
respects and is not in default or violation in any material respect of, and none of them is, to the knowledge of the Company, under
investigation with respect to or, to the knowledge of the Company, has been threatened to be charged with or given notice of any
material violation of, any applicable material domestic (federal, state or local) or foreign law, statute, ordinance, license,
rule, regulation, policy or guideline, order, demand, writ, injunction, decree or judgment of any Governmental Entity, other than
such noncompliance, defaults or violations that would not reasonably be expected to have a Material Adverse Effect. Except for
statutory or regulatory restrictions of general application, no Governmental Entity has placed any material restriction on the
business or properties of the Company or any Company Subsidiary.


 




    	 	12	 



     


    

 


(o)         Investment
Company. Neither the Company nor any of the Company Subsidiaries is an “investment company” as defined under the
Investment Company Act of 1940, and neither the Company nor any of the Company Subsidiaries sponsors any person that is such an
investment company.


 


(p)         Interim
Operations.


 


(i)       The
Company has not engaged in any business activity, other than (A) as described in the Company Reports filed with the SEC and
(B) in connection with the evaluation, negotiation and consummation of the Subject Transactions.


 


(ii)       The
Company has complied with all its obligations under the ECLs, FPA ECLs, the GSO Side Letter, the Investor Letter, the GSO Fee Letter,
the GSO Amendment Fee Letter, the FNF Fee Letter and the FNF Amendment Fee Letter.


 


(q)         NYSE
Listing. Immediately after the Closing, the issued and outstanding Ordinary Shares shall be registered pursuant to Section 12(b)
of the Exchange Act and shall be listed for trading on the NYSE. There is no Action or investigation pending or, to the knowledge
of the Company, threatened against the Company by any stock exchange or the SEC with respect to any intention by such entity to
deregister the Ordinary Shares or prohibit the listing of Ordinary Shares on NYSE.


 


(r)         Shareholder
Redemptions. There were no Shareholder Redemptions.


 


(s)        Other
Investments. Except for this Agreement, the GSO Fee Letter, GSO Amendment Fee Letter, FNF Fee Letter, the FNF Amendment Fee
Letter, the Forward Purchase Agreements and the ECLs (collectively, the “Equity Funding Documents”) and the
Debt Commitment Letter, the Company has no other contractually committed sources of debt or equity financing to consummate the
Merger. True, correct and complete copies of the Equity Funding Documents have been delivered by the Company to the Purchasers.


 


(t)         Brokers
and Finders. No broker or finder is entitled to any brokerage or finder’s fee or other commission payable by any of the
Purchasers in connection with this Agreement or the transactions contemplated by this Agreement based upon arrangements made by
or on behalf of the Company, the Company Subsidiaries or any of their respective directors, officers or employees.


 




    	 	13	 



     


    

 


(u)        Articles
of Association; Certificates of Designations.


 


(i)       The
Articles of Association in the form attached as Exhibit D hereto are current and in effect.


 


(ii)       The
Board of Directors and the Company have taken all action necessary to cause the Series A Certificate of Designations and the Series
B Certificate of Designations (collectively, the “Certificates of Designations”) to be adopted pursuant to the
Articles of Association, and the terms of the Series A Preferred Shares and the Series B Preferred Shares have been established
pursuant to the terms thereof in compliance with applicable law.


 


(v)        Indemnification.
Except with respect to indemnification obligations set forth in (i) Annex 4 to this Agreement, (ii) the Registration Rights
Agreement, dated May 19, 2016, among the Company, CF Capital Growth, LLC and the other parties thereto, (iii) Exhibit A to the
Forward Purchase Agreements and (iii) Exhibit A to the Additional Equity Purchase Agreements, dated June 21, 2017, between the
Company and the investors party thereto, the Company has not agreed to indemnify, and has not indemnified, any current shareholder
in the Company or any party that has agreed to become a shareholder in the Company in connection with the transactions contemplated
by the Merger Agreement.


 


(w)       No
Waiver or Modification of Closing Conditions. None of the conditions to Closing for the Subject Transactions as set forth in
the Merger Agreement and the Share Purchase Agreement have been waived or modified.


 


(x)        No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this
Section 2.1 and in any certificate or agreement delivered pursuant hereto, none of the Company, any person on behalf of
the Company or any of the Company’s Affiliates (collectively, the “Company Parties”) has made, makes or
shall be deemed to make any other express or implied representation or warranty with respect to the Company or the Subject Transactions
and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly
made by the Purchaser in Section 2.2, the ECLs, the GSO Side Letter, the limited guarantees between GSO and the Company,
dated as of May 24, 2017 (the “Limited Guarantees”), and in any certificate or agreement delivered
pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that
may have been made by the Purchaser.


 


2.2         Representations
and Warranties of the Purchasers. Each Purchaser hereby represents and warrants
to the Company, in respect of itself only, as follows:


 


(a)       Organization
and Power. It is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation
(if the concept of “good standing” is a recognized concept in such jurisdiction) and has all requisite power and authority
to carry on its business as presently conducted and as proposed to be conducted.


 




    	 	14	 



     


    

 


(b)       Authorization.
It has full power and authority to enter into this Agreement and to carry out its obligations hereunder. This Agreement, when executed
and delivered by it, will constitute the valid and legally binding obligation of such Purchaser, enforceable in accordance with
its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
any other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other equitable remedies, or (iii) to the extent
the indemnification provisions contained in the registration rights set forth on Annex 4 (the “Registration Rights”)
may be limited by applicable federal or state securities laws.


 


(c)       Governmental
Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing
with, any federal, state or local governmental authority is required on the part of it in connection with the consummation of the
transactions contemplated by this Agreement.


 


(d)       Compliance
with Other Instruments. The execution, delivery and performance by it of this Agreement and the consummation by it of the transactions
contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents,
(ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any
note, indenture or mortgage to which it is a party or by which it is bound, or (iv) under any lease, agreement, contract or
purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or
regulation applicable to it, in each case (other than clause (i)), which would have a material adverse effect on it or its
ability to consummate the transactions contemplated by this Agreement.


 


(e)       Purchase
Entirely for Own Account. This Agreement is made with it in reliance upon its representation to the Company, which by such
Purchaser’s execution of this Agreement, it hereby confirms, that the Securities to be acquired by it will be acquired for
investment for its own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof,
and that it has no present intention of selling, granting any participation in, or otherwise distributing the same in violation
of law.


 


(f)       Disclosure
of Information. It has had an opportunity to discuss the Company’s business, management, financial affairs and the terms
and conditions of the offering of the Securities and the Subject Transactions with the Company’s management.


 




    	 	15	 



     


    

 


(g)       Restricted
Securities. It understands that the offer and sale of the Securities to it has not been, and will not be, registered under
the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon,
among other things, the bona fide nature of the investment intent and the accuracy of its representations as expressed herein.
It understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws
and that, pursuant to these laws, it may only transfer the Securities if they are registered with the SEC and qualified by state
authorities, or pursuant to an exemption from such registration and qualification requirements. It acknowledges that the Company
has no obligation to register or qualify the Securities for resale, except for the Registration Rights. It further acknowledges
that if an exemption from registration or qualification is available, it may be conditioned on various requirements including,
but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company
which are outside of its control, and which the Company is under no obligation and may not be able to satisfy.


 


(h)       High
Degree of Risk. It understands that its agreement to purchase the Securities involves a high degree of risk which could cause
it to lose all or part of its investment.


 


(i)       Accredited
Investor. It is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities
Act.


 


(j)       General
Solicitation. It is not acquiring the Securities as a result of any advertisement, article, notice or other communication regarding
the Securities published in any newspaper, magazine or similar media, broadcast over television or radio, disseminated over the
Internet or presented at any seminar or any other general solicitation or general advertisement.


 


(k)       Legends.
It understands that certificates evidencing the Securities will bear a restrictive legend in substantially the form set forth in
Section 4.3 (and, with respect to Securities held in uncertificated form, the transfer agent will record such a legend or
other notation on the share register of the Company).


 


(l)       No
Legal, Tax or Investment Advice. It understands that nothing in this Agreement or any other materials presented by or on behalf
of the Company to it in connection with the acquisition of the Securities constitutes legal, tax or investment advice. It has consulted
such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its
acquisition of the Securities.


 


(m)       Residence.
Its principal place of business are the offices located at the address set forth on the signature page hereof.


 


(n)       No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this
Section 2.2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on
behalf of the Purchaser nor any of the Purchaser’s Affiliates (the “Purchaser Parties”) has made, makes
or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and the Purchaser
Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by
the Company in Section 2.1, the ECLs, the GSO Side Letter, the Limited Guarantees, and in any certificate or agreement delivered
pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties
that may have been made by the Company or any Company Party.


 




    	 	16	 



     


    

 


Article III


 


COVENANTS


 


3.1         Actions.
Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents
and take such other actions as the other parties may reasonably request to consummate or implement the transactions contemplated
hereby.


 


3.2         Access,
Information and Confidentiality.


 


(a)       For
so long as (i) in the case of the GSO Purchasers, the GSO Purchasers together with their Affiliates own at least the Qualifying
Ownership Interest of the GSO Securities, or (ii) in the case of the FNF Purchasers, the FNF Purchasers together with their Affiliates
own at least the Qualifying Ownership Interest of the FNF Securities, the Company will permit such Purchasers and their Affiliates
to visit and inspect, at such Purchasers’ expense, the properties of the Company and the Company Subsidiaries, to examine
the corporate books and to discuss the affairs, finances and accounts of the Company and the Company Subsidiaries with the principal
officers of the Company, all upon reasonable notice and at such reasonable times and as often as such Purchasers may reasonably
request. Any investigation pursuant to this Section 3.2 shall be conducted during normal business hours and in such
manner as not to interfere unreasonably with the conduct of the business of the Company, and nothing herein shall require the Company
or any Company Subsidiary to disclose any information to the extent (i) prohibited by applicable law or regulation, (ii) that
the Company reasonably believes such information to be competitively sensitive proprietary information (except to the extent the
Purchasers provide assurances reasonably acceptable to the Company that such information shall not be used by the Purchasers or
their respective Affiliates to compete with the Company and Company Subsidiaries), or (iii) that such disclosure would reasonably
be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk
of a loss of attorney-client privilege to the Company or any Company Subsidiary. The Company shall use commercially reasonable
efforts to make appropriate substitute disclosure arrangements under circumstances where any of the restrictions in the foregoing
clauses apply, and shall provide, to the extent feasible, a simple description of any information withheld on the basis of the
foregoing restrictions. In the event, and to the extent, that, as a result of any change in applicable law or regulation or a judicial
or administrative interpretation of applicable law or regulation, it is reasonably determined that the rights afforded pursuant
to this Section 3.2 are not sufficient for purposes of the Department of Labor’s “plan assets” regulations,
to the extent such plan assets regulation applies to the investment in the Securities, the Purchasers and the Company shall cooperate
in good faith to agree upon mutually satisfactory management access and information rights which satisfy such regulations. “Qualifying
Ownership Interest” means 25% of Securities acquired by such person hereunder, calculated on an as converted basis (assuming
a Conversion Price equal to the value of clause (iii) of the definition of Floor Price (each as defined in the applicable Certificate
of Designations)).


 




    	 	17	 



     


    

 


(b)       Each
party to this Agreement will hold, and will cause its respective Affiliates and their directors, officers, employees, agents, consultants
and advisors to hold, in strict confidence, unless disclosure to a regulatory authority is necessary or appropriate or unless disclosure
is required by judicial or administrative process or by other requirement of law or the applicable requirements of any regulatory
agency or relevant stock exchange, all non-public records, books, contracts, instruments, computer data and other data and information
(collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives
pursuant to this Agreement except to the extent that such information can be shown to have been (i) previously known by such
party on a non-confidential basis, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired
from other sources by the party to which it was furnished, and neither party hereto shall release or disclose such Information
to any other person, except (A) its auditors, attorneys, financial advisors, other consultants and advisors, (B) in the case of
the GSO Purchasers, their Affiliates, financing sources, current or prospective investors in funds or accounts managed or advised
by GSO or its Affiliates and any bona fide prospective purchaser of Securities, and (C) in the case of the FNF Purchasers, their
Affiliates, financing sources, current or prospective investors in funds or accounts managed or advised by FNF or its Affiliates
and any bona fide prospective purchaser of Securities; provided that the Purchasers shall not release or disclose any information
to its financing sources which is furnished to any non-voting observer appointed pursuant to Section 4.2 without the consent
of the Company.


 


3.3         Board
of Director’s Recommendation; Proxy Statement


 


(a)       The
Company shall call a special meeting of its shareholders, as promptly as practicable following the Closing (but in any event on
or before May 31, 2018) to vote on proposals (collectively, the “Shareholder Proposal”) to (i) approve
the conversion of the Series A Preferred Shares and Series B Preferred Shares into Ordinary Shares for purposes of Section 312.03
of the NYSE Listed Company Manual or any equivalent rule of any stock exchange on which the Ordinary Shares are listed from time
to time, and (ii) amend the Amended Articles such that they comply with the provisions of Section 313.00(C) of the NYSE Listed
Company Manual regarding the right to elect directors upon default of dividend payments for six quarterly periods or any equivalent
rule of any stock exchange on which the Ordinary Shares are listed from time to time. The Board of Directors shall unanimously
recommend to the Company’s shareholders that such shareholders vote in favor of the Shareholder Proposal. In connection with
such meeting, the Company shall promptly prepare (and Purchasers will reasonably cooperate with the Company to prepare) and file
(but in no event later than March 31, 2018, unless otherwise agreed by the parties) with the SEC a preliminary proxy statement,
shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement
related to such shareholders' meeting to be mailed to the Company’s shareholders not more than five business days after clearance
thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such shareholder approval. The Company shall
notify Purchasers promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of
any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will
supply Purchasers with copies of all correspondence between the Company or any of its representatives, on the one hand, and the
SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to such shareholders' meeting there
shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall
as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Purchasers and the Company agree
promptly to correct any information provided by them or on their behalf for use in the proxy statement if and to the extent that
such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable
prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable
laws and regulations. The Company shall consult with Purchasers prior to filing any proxy statement, or any amendment or supplement
thereto, and provide Purchasers with a reasonable opportunity to comment thereon. In the event that the approval of the Shareholder
Proposal is not obtained at such special shareholders meeting, the Company shall include a proposal to approve (and the Board of
Directors shall unanimously recommend approval of) each such proposal at a meeting of its shareholders no less than once in each
subsequent six-month period beginning on May 31, 2018 until such approval is obtained.


 




    	 	18	 



     


    

 


(b)       Purchasers,
on the one hand, agree to furnish the Company, and the Company, on the other hand, agrees, upon request, to furnish to each Purchaser,
all information concerning itself, its Affiliates, directors, officers, partners and shareholders and such other matters as may
be reasonably necessary or advisable in connection with the proxy statement in connection with any such shareholders meeting.


 


(c)       Purchasers
hereby agree that at any meeting of the shareholders of the Company held to vote on the Shareholder Proposal, however called, Purchasers
shall vote, or cause to be voted, all Ordinary Shares or other voting securities beneficially owned by Purchasers, in favor of
the Shareholder Proposal.


 


3.4         Tax
Matters


 


(a)       With
respect to each taxable year of the Company and each Company Subsidiary with respect to which a reasonable likelihood exists that
the Company and/or a Company Subsidiary is treated as a “passive foreign investment company” (as defined in Section
1297(a) of the Code), the Company and/or such Company Subsidiary shall comply with the requirements of Section 1295(a)(2) of the
Code (and the Treasury Regulations promulgating such requirements) and timely deliver to the Purchasers the information necessary
to permit them to make a valid election to treat the Company and/or such Company Subsidiary as a “qualified electing fund”
(as defined in Section 1295(a) of the Code) and to subsequently comply with the requirements applicable to shareholders who have
made a valid election to treat a “passive foreign investment company” as a “qualified electing fund.”


 




    	 	19	 



     


    

 


(b)       Upon
reasonable request from the Purchaser, the Company shall provide such information as is reasonably necessary to permit the Purchasers
to comply with applicable requirements regarding the filing of Tax Returns that arise in connection with their ownership of the
Securities.


 


(c)       The
Company and the GSO Purchasers agree to treat the GSO Commitment Fee and the GSO Amendment Fee as a discount to the GSO Investment
Commitment and not as separately bargained for consideration for United States federal (and other applicable) tax purposes.


 


(d)       The
Company and the FNF Purchasers agree to treat the FNF Commitment Fee and the FNF Amendment Fee as a discount to the FNF Investment
Commitment and not as separately bargained for consideration for United States federal (and other applicable) tax purposes.


 


(e)       The
parties agree to allocate to each Ordinary Share that is a GSO Ordinary Share or FNF Ordinary Share an amount of the GSO Investment
Purchase Price or FNF Investment Purchase Price, as applicable, equal to $10.00.


 


(f)       The
Company will exercise reasonable efforts to cooperate with the Purchasers to seek to have any redemption pursuant to Section 6
of the Certificates of Designations qualify as a sale or exchange pursuant to Section 302(a) of the Internal Revenue Code of 1986,
as amended; provided, however, that this covenant shall not have any effect on the Company's right to redeem the
Preferred Shares in accordance with such Section 6 of the Certificates of Designations.


 


(g)       The
Company shall not incur or accumulate, and shall cause each Company Subsidiary to prevent the Company from incurring or accumulating,
any earnings and profits for United States federal income tax purposes (including as a result of receiving a distribution of property
from any Company Subsidiary), unless, in each taxable year in which the Company has (or is reasonably expected to have) current
or accumulated earnings and profits for United States federal income tax purposes, the Board of Directors shall have or shall declare
cash dividends to the Purchasers in an amount that is sufficient to allow the Purchasers (or the direct or indirect owners of the
Purchasers) to pay any U.S. federal and state income tax due with respect to any dividend income attributable to such current (or
reasonably expected current) or accumulated earnings and profits for such taxable year; provided, however, that this paragraph
(g) shall not have any effect on the Purchasers’ entitlement to dividends under the terms of any of their Preferred Shares
and that the Company shall not be required to pay or declare any dividends (whether in cash or in kind) in excess of such entitlement.


 




    	 	20	 



     


    

 


Article IV


 


ADDITIONAL AGREEMENTS


 


4.1         Transfer
Restrictions. 


 


(a)       Restrictions
on Transfer. Until the first anniversary of the Closing Date, except as otherwise permitted in this Agreement, the Purchasers
will not transfer, sell, assign or otherwise dispose of (including any transfer of constructive economic ownership, whether through
any security, contract right, or derivative position) (“Transfer”) any Preferred Shares acquired pursuant to
this Agreement. Notwithstanding the foregoing, the Purchasers may pledge (a “Pledge”) any or all of the Preferred
Shares in the ordinary course of business for bona fide financing purposes, including as collateral for any loan, so long as the
counterparty to such Pledge enters into a written agreement agreeing to be bound by these transfer restrictions with respect to
the pledged Preferred Shares. The Transfer restrictions set forth in this Section 4.1(a) shall terminate and be of
no further force or effect on the first anniversary of the Closing Date. Any Preferred Shares acquired by the Purchasers and their
Affiliates other than pursuant to this Agreement will not be subject to this Section 4.1(a).


 


(b)      Permitted
Transfers. Notwithstanding Section 4.1(a), each Purchaser and its permitted transferees shall be permitted to Transfer
any portion or all of its Preferred Shares at any time under the following circumstances:


 


(i)       Transfers
to (A) any Affiliate of a Purchaser under common control with a Purchaser’s ultimate parent, general partner or investment
advisor (any such transferee shall be included in the term “Purchaser”), or (B) any limited partner, member or
shareholder of any Purchaser, but in each case only if the transferee agrees in writing for the benefit of the Company (with a
copy thereof to be furnished to the Company) to be bound by the terms of this Agreement.


 


(ii)       Transfers
pursuant to a merger, tender offer or exchange offer or other business combination, acquisition of assets or similar transaction
or change of control involving the Company.


 


(c)       Additional
Restrictions with respect to Ordinary Shares. Each Purchaser shall not, and (subject to the last sentence of this Section 4.1(c))
shall cause its Affiliates to not, directly or indirectly, establish any short position in or with respect to the Ordinary Shares
(including through the use of derivatives but excluding any such position with regards to a broad-based market basket or index
in which the Ordinary Shares are included) (i) during the 30 consecutive Trading Days used to calculate the Conversion Price (as
defined in the applicable Certificate of Designation) with respect to such Purchaser’s Preferred Shares, or (ii) prior to
such period to the extent intended to cause material market activity with respect to the Ordinary Shares during such 30 consecutive
Trading Day period. Notwithstanding the foregoing, nothing contained in this Section 4.1(c) shall prohibit any Purchaser or any
Affiliate of any Purchaser from establishing or maintaining a short position in, or with respect to, Ordinary Shares (including
through the use of derivatives) unrelated to the potential conversion of the Preferred Shares into Ordinary Shares.


 




    	 	21	 



     


    

 


4.2         Governance
Matters. Each of (i) the GSO Purchasers, as a group, and (ii) the FNF Purchasers,
as a group, shall have the right, exercisable by delivering written notice to the Company, to collectively designate their own
non-voting observer to attend any meetings of the Board of Directors and any committee thereof, in each case for so long as such
the GSO Purchasers or FNF Purchasers, as applicable, together with their respective Affiliates own at least two times the Qualifying
Ownership Interest. Each of the GSO Purchasers and the FNF Purchasers shall have the right to remove and replace their respective
non-voting observer at any time and from time to time. The Company shall furnish to each non-voting observer (a) notices
of all Board of Directors and committee meetings (as applicable) no later than, and using the same form of communication as, notice
of such Board of Directors and committee meetings are furnished to Directors, and (b) copies of the materials with respect
to meetings of the Board of Directors and any committees thereof, which are furnished to Directors, no later than such materials
are so furnished to such Directors; provided, however, that such representative shall agree to hold in confidence
all information so provided on customary terms; and provided, further, that such representative may be excluded
from access to any material or meeting or portion thereof if the Board of Directors or any committee thereof determines in good
faith (and, with respect to items (i) and (iii) below, upon advice of counsel) that (i) such exclusion is reasonably necessary
in the opinion of counsel to preserve attorney-client privilege, (ii) there exists, with respect to any deliberation or board
or committee materials, an actual or potential conflict of interest between the observer, any Purchaser and the Company, or (iii)
such recusal is required by applicable laws (including any federal securities laws). The GSO Purchasers or the FNF Purchasers
may elect to suspend their right to appoint their respective non-voting observer and receive materials provided to the Board of
Directors at any time and from time to time by delivery of written notice thereof to the Company. The GSO Purchasers and the FNF
Purchasers may terminate any such suspension by delivery of written notice of such termination to the Company.


 


4.3         Legend.


 


(a)       The
Purchasers agree that each register and book entry for the Purchased Securities shall contain a notation, and each certificate
(if any) evidencing the Securities shall be stamped or otherwise imprinted with a legend, in substantially the following form:


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN
VIOLATION OF SUCH ACT AND LAWS.


 


THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED
HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTMENT AGREEMENT BY AND AMONG THE HOLDER AND THE OTHER PARTIES
THERETO. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.


 




    	 	22	 



     


    

 


(b)       Upon
the request of a Purchaser, if such legend is no longer required under the Securities Act and applicable state laws, the Company
shall promptly cause clause (1) of the legend to be removed from any certificate for any Securities to be Transferred in accordance
with the terms of this Agreement and clause (2) of the legend shall be removed upon the expiration of such transfer and other
restrictions set forth in this Agreement. In connection therewith, if required by the Company’s transfer agent, the Company
will reasonably cooperate with such Purchaser to cause an opinion of counsel to be delivered to its transfer agent, together with
any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent
to issue such Securities without any such legend.


 


(c)       The
Purchaser shall have registration rights with respect to the Securities as set forth in the Registration Rights.


 


4.4         Reservation
for Issuance. The Company will reserve that number of Ordinary Shares sufficient
for issuance upon conversion of the Preferred Shares owned at any time by the Purchasers without regard to any limitation on such
conversion.


 


4.5         Certain
Transactions. The Company will not merge or consolidate into, or sell, transfer
or lease all or substantially all of its property or assets to, any other person unless the successor, transferee or lessee party,
as the case may be (if not the Company), expressly assumes the due and punctual performance and observance of each and every covenant,
obligation and condition of this Agreement to be performed and observed by the Company (including the Registration Rights in Annex
4).


 


4.7         Exchange
Listing. The Company shall cause the GSO Ordinary Shares, FNF Ordinary Shares and
Ordinary Shares reserved for issuance pursuant to the conversion of the Preferred Shares to continue to be approved for listing
on NYSE.


 


4.8         Certificates
of Designations. For so long as the Purchasers, together with any of their Affiliates,
own any Preferred Shares, the Company shall not amend or change any terms of the applicable Certificate of Designation except
in accordance with the terms thereof.


 


4.9         Use
of Proceeds. The proceeds from the issuance and sale of the Preferred Shares shall
be used solely for the purposes specified in the ECLs.


 


4.10       MFN
Provision. If the Company enters into an agreement, or modifies either Certificate
of Designations, so as to provide terms more favorable to any Purchaser than the terms provided to any other Purchaser under this
Agreement, then the Company will enter into an agreement with such other Purchaser or modify the terms of this Agreement, the
applicable Certificate of Designation, as applicable, to reflect such more favorable terms.


 


4.11       ECLs.
Upon the execution and delivery of this Agreement by the parties hereto, the ECLs delivered by GSO and FNF shall be superseded
hereby and automatically terminate and be of no further force and effect.


 




    	 	23	 



     


    

 


Article V


 


MISCELLANEOUS


 


5.1         Expenses.
Each of the parties will bear and pay all other costs and expenses incurred by it or on its behalf in connection with the transactions
contemplated pursuant to this Agreement, except that the Company shall reimburse the Purchasers for the fees and expenses of counsel
to the extent provided in the GSO Fee Letter and the FNF Fee Letter.


 


5.2         Amendment;
Waiver. No amendment or waiver of any provision of this Agreement will be effective
with respect to any party unless made in writing and signed by an officer of a duly authorized representative of such party. No
failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power
or privilege. The conditions to each party’s obligation to consummate the Closing are for the sole benefit of such party
and may be waived by such party in whole or in part to the extent permitted by applicable law. No waiver of any party to this
Agreement, as the case may be, will be effective unless it is in a writing signed by a duly authorized officer of the waiving
party that makes express reference to the provision or provisions subject to such waiver. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by law. The right of a party to any remedy pursuant to
this Agreement shall not be waived or otherwise affected by any investigation or examination conducted, or any knowledge possessed
or acquired (or capable of being possessed or acquired), by such party at any time concerning any circumstance, action, omission
or event relating to the accuracy or performance of any representation, warranty, covenant or obligation.


 


5.3         Counterparts
and Facsimile. For the convenience of the parties hereto, this Agreement may be
executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such
counterparts will together constitute the same agreement. Executed signature pages to this Agreement may be delivered by email
and such emails will be deemed as sufficient as if actual signature pages had been delivered.


 


5.4         Governing
Law. This Agreement will be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed entirely within such State. The parties hereby
irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts located in the
Borough of Manhattan, State of New York for any actions, suits or proceedings arising out of or relating to this Agreement and
the transactions contemplated hereby.


 


5.5         WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


5.6         Notices.
Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will
be deemed to have been duly given (a) on the date of delivery if delivered personally or by telecopy or facsimile, upon confirmation
of receipt, (b) on the first business day following the date of dispatch if delivered by a recognized next-day courier service,
or (c) on the third business day following the date of mailing if delivered by registered or certified mail, return receipt
requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions
as may be designated in writing by the party to receive such notice.


 




    	 	24	 



     


    

 


		(a)	If to a GSO Purchaser to:



 


GSO Capital Partners LP


345 Park Avenue


New York, New York 10154


Attention: Robert Petrini and Marisa Beeney


Email: robert.petrini@gsocap.com; marisa.beeney@gsocap.com


 


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


 


Sullivan & Cromwell LLP


125 Broad Street


New York, New York 10004


Attention: C. Andrew Gerlach


Telephone: (212) 558-4789


Email:gerlacha@sullcrom.com


Fax: (212) 291-9299


 


		(b)	If to an FNF Purchaser to:



 


Fidelity National Financial, Inc.


601 Riverside Ave.


Jacksonville, FL 32204


Attention: Executive Vice President, General Counsel and
Corporate Secretary


Fax: (702) 243-3251


 


If to the Company:


 


CF Corporation


1701 Village Center Circle


Las Vegas, Nevada 89134


Attn: Douglas Newton


Telephone: (212) 207-8647


Email: newton@cc.capital


Fax: (212) 588-8713


 




    	 	25	 



     


    

 


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


 


Debevoise & Plimpton LLP


919 Third Avenue


New York, New York 10022


Attn: Nicholas F. Potter


Telephone: (212)-909-6459


Email: nfpotter@debevoise.com


Facsimile: (212)-909-6836


 


Skadden, Arps, Slate, Meagher & Flom LLP


Four Times Square


New York, New York 10036


Attn: Gregory A. Fernicola


Telephone: (212)-735-2918


Email: gregory.fernicola@skadden.com


Facsimile: (917)-777-2918


 


Winston & Strawn LLP


200 Park Avenue


New York, New York 10166


Attn: Joel L. Rubinstein


Telephone: (212)-294-5336


Email: jrubinstein@winston.com


Facsimile: (212)-294-4700


 


5.7         Entire
Agreement, Etc. (a) Except as otherwise provided herein, this Agreement
(including the Exhibits and Schedules hereto) constitutes the entire agreement, and supersedes all other prior agreements,
including the FNF Fee Letter, FNF Amendment Fee Letter, GSO Fee Letter, GSO Amendment Fee Letter and other understandings,
representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof; and
(b) this Agreement will not be assignable by operation of law or otherwise (any attempted assignment in contravention
hereof being null and void); provided that a Purchaser may assign its rights and obligations under this Agreement
(i) to any Affiliate, but only if the transferee agrees in writing for the benefit of the Company (with a copy thereof
to be furnished to the Company) to be bound by the terms of this Agreement (any such transferee shall be included in the term
“Purchaser”); provided, further, that no such assignment shall relieve such Purchaser of its
obligations hereunder and (ii) as provided in the Registration Rights on Annex 4.


 


5.8         Interpretation;
Other Definitions. Wherever required by the context of this Agreement, the singular
shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa,
and references to any agreement, document or instrument shall be deemed to refer to such agreement, document or instrument as
amended, supplemented or modified from time to time. All article, section, paragraph or clause references not attributed to a
particular document shall be references to such parts of this Agreement, and all exhibit, annex and schedule references not attributed
to a particular document shall be references to such exhibits, annexes and schedules to this Agreement. In addition, the following
terms are ascribed the following meanings:


 




    	 	26	 



     


    

 


(a)       the
term “Affiliate” means, with respect to any person, any person directly or indirectly controlling, controlled
by or under common control with, such other person. For purposes of this definition, “control” (including, with
correlative meanings, the terms “controlled by” and “under common control with”) when used
with respect to any person, means the possession, directly or indirectly, of the power to cause the direction of management or
policies of such person, whether through the ownership of voting securities by contract or otherwise; provided, that other
than for purposes of Section 3.2(b) and Section 5.14 of this Agreement, any reference to an “Affiliate”
of any GSO Purchaser shall exclude any person outside of the credit-focused business of The Blackstone Group L.P.;


 


(b)       the
word “or” is not exclusive;


 


(c)       the
words “including,” “includes,” “included” and “include”
are deemed to be followed by the words “without limitation”;


 


(d)       the
terms “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular section, paragraph or subdivision;


 


(e)       “business
day” means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions
in the State of New York generally are authorized or required by law or other governmental action to close;


 


(f)       “person”
has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the
Exchange Act; and


 


(g)       to
the “knowledge of the Company” or “Company’s knowledge” means the actual knowledge
after due inquiry of the “officers” (as such term is defined in Rule 3b-2 under the Exchange Act, but excluding
any Vice President or Secretary) of the Company.


 


5.9         Captions.
The article, section, paragraph and clause captions herein are for convenience of reference only, do not constitute part of this
Agreement and will not be deemed to limit or otherwise affect any of the provisions hereof.


 


5.10       Severability.
If any provision of this Agreement or the application thereof to any person (including the officers and directors the parties
hereto) or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions hereof, or the application of such provision to persons or circumstances other than those as to which it has been held
invalid or unenforceable, will remain in full force and effect and shall in no way be affected, impaired or invalidated thereby,
so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse
to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable
substitute provision to effect the original intent of the parties.


 




    	 	27	 



     


    

 


5.11       No
Third-Party Beneficiaries. Nothing contained in this Agreement, expressed or implied,
is intended to confer upon any person other than the parties hereto, any benefit right or remedies, except that the provisions
of Section 4.5 shall inure to the benefit of the persons referred to in that Section.


 


5.12       Public
Announcements. Subject to each party’s disclosure obligations imposed by
law or regulation or the rules of any stock exchange upon which its securities are listed, each of the parties hereto will cooperate
with each other in the development and distribution of all news releases and other public information disclosures with respect
to this Agreement and any of the transactions contemplated by this Agreement, and neither the Company nor any Purchaser will make
any such news release or public disclosure without first consulting with the other, and, in each case, also receiving the other’s
consent (which shall not be unreasonably withheld, conditioned or delayed) and each party shall coordinate with the party whose
consent is required with respect to any such news release or public disclosure.


 


5.13       Specific
Performance. The parties agree that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance with their specific terms. It is accordingly agreed
that the parties shall be entitled to seek specific performance of the terms of this Agreement, this being in addition to any
other remedies to which they are entitled at law or equity.


 


5.14       No
Recourse. This Agreement may only be enforced against the named parties hereto.
All claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution
or performance of this Agreement may be made only against the entities that are expressly identified as parties hereto or that
are subject to the terms hereof, and no past, present or future director, officer, employee, incorporator, member, manager, partner,
stockholder, Affiliate, agent, attorney or representative of any Purchaser or any party hereto (including any person negotiating
or executing this Agreement on behalf of a party hereto) shall have any liability or obligation with respect to this Agreement
or with respect to any claim or cause of action, whether in tort, contract or otherwise, that may arise out of or relate to this
Agreement, or the negotiation, execution or performance of this Agreement and the transactions contemplated hereby and by the
other certificates delivered pursuant thereto.


 


* * *


 




    	 	28	 



     


    

 


      IN WITNESS WHEREOF, this Agreement has
been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first herein above written.


 


	 	FGL HOLDINGS
	 	 	 
	 	By:	/s/ Douglas B. Newton
	 	 	Name: Douglas B. Newton
	 	 	Title:  Chief Financial Officer


 


[Signature Page to Investment
Agreement]


 




     


     


    

 


 


	 	FIDELITY NATIONAL TITLE INSURANCE COMPANY
	 	 	 
	 	By:	/s/ Michael L. Gravelle
	 	 	Name: 	Michael L. Gravelle
	 	 	Title:	Executive Vice President, General
	 	 	 	Counsel and Corporate Secretary
	 	 	 
	 	CHICAGO TITLE INSURANCE COMPANY
	 	 	 
	 	By:	/s/ Michael L. Gravelle
	 	 	Name:	Michael L. Gravelle
	 	 	Title:	Executive Vice President, General
	 	 	 	Counsel and Corporate Secretary
	 	 	 
	 	COMMONWEALTH LAND TITLE INSURANCE COMPANY
	 	 	 
	 	By:	/s/ Michael L. Gravelle
	 	 	Name:	Michael L. Gravelle
	 	 	Title:	Executive Vice President, General
	 	 	 	Counsel and Corporate Secretary


 


[Signature Page to Investment
Agreement]


 




     


     


    

 


	 	GSO COF III AIV-5 LP
	 	 	 
	 	By: GSO Capital Opportunities Associates III LLC,
	 	its general partner
	 	 	 
	 	By:	/s/ Marisa Beeney
	 	 	Name:	Marisa Beeney
	 	 	Title:	Authorized Signatory
	 	 	 
	 	GSO COF III Co-Investment AIV-5 LP
	 	 	 
	 	By: GSO COF III Co-Investment Associates LLC,
	 	its general partner
	 	 	 
	 	By:	/s/ Marisa Beeney
	 	 	Name:	Marisa Beeney
	 	 	Title:	Authorized Signatory
	 	 	 
	 	GSO CO-INVESTMENT FUND-D LP
	 	 	 
	 	By: GSO Co-Investment Fund-D Associates LLC,
	 	its general partner
	 	 	 
	 	By:	/s/ Marisa Beeney
	 	 	Name:	Marisa Beeney
	 	 	Title:	Authorized Signatory
	 	 	 
	 	GSO CREDIT ALPHA FUND LP
	 	 	 
	 	By: GSO Credit Alpha Associates LLC,
	 	its general partner
	 	 	 
	 	By:	/s/ Marisa Beeney
	 	 	Name:	Marisa Beeney
	 	 	Title:	Authorized Signatory


 


Annex 1 




     


     


    

 


	 	GSO AIGUILLE DES GRANDS MONTETS FUND II LP
	 	 	 
	 	By: GSO Capital Partners LP,
	 	its attorney-in-fact
	 	 	 
	 	By:	/s/ Marisa Beeney
	 	 	Name:	Marisa Beeney
	 	 	Title:	Authorized Signatory
	 	 	 
	 	GSO CHURCHILL PARTNERS LP
	 	 	 
	 	By: GSO Churchill Associates LLC,
	 	its general partner
	 	 	 
	 	By:	/s/ Marisa Beeney
	 	 	Name:	Marisa Beeney
	 	 	Title:	Authorized Signatory
	 	 	 
	 	GSO CREDIT-A PARTNERS LP
	 	 	 
	 	By: GSO Capital Partners LP,
	 	its investment manager
	 	 	 
	 	By:	/s/ Marisa Beeney
	 	 	Name:	Marisa Beeney
	 	 	Title:	Authorized Signatory
	 	 	 
	 	GSO HARRINGTON CREDIT ALPHA FUND (CAYMAN) L.P.
	 	 	 
	 	By: GSO Harrington Credit Alpha Associates L.L.C.,
	 	its general partner
	 	 	 
	 	By:	/s/ Marisa Beeney
	 	 	Name:	Marisa Beeney
	 	 	Title:	Authorized Signatory


 


Annex 1




     


     


    

 


Annex 1


GSO Purchasers


 


	GSO Purchasers	 	Preferred Shares	 	 	Ordinary Shares	 
	GSO COF III AIV-5 LP	 	 	185,811	 	 	 	4,147,302	 
	GSO COF III Co-Investment AIV-5 LP	 	 	64,611	 	 	 	1,442,118	 
	GSO Co-Investment Fund-D LP	 	 	2,281	 	 	 	50,912	 
	GSO Credit Alpha Fund LP	 	 	7,396	 	 	 	165,079	 
	GSO Aiguille des Grands Montets Fund II LP	 	 	6,367	 	 	 	142,111	 
	GSO Churchill Partners LP	 	 	2,354	 	 	 	52,541	 
	GSO Credit-A Partners LP	 	 	5,104	 	 	 	113,921	 
	GSO Harrington Credit Alpha Fund (Cayman) L.P.	 	 	1,076	 	 	 	24,016	 



 


Annex 1




     


     


    

 


Annex 2


FNF Purchasers 


 


	FNF Purchasers	 	Preferred Shares	 	 	Ordinary Shares	 
	Fidelity National Title Insurance Company	 	 	24,000	 	 	 	535,680	 
	Chicago Title Insurance Company	 	 	56,000	 	 	 	1,249,920	 
	Commonwealth Land Title Insurance Company	 	 	20,000	 	 	 	446,400	 



 


Annex 2




     


     


    

 


Annex 3


Capital Structure


 


Annex 3




     


     


    

 


Annex 4


Registration Rights


 


1.         Within
thirty (30) days after the Closing Date, the Company shall use reasonable best efforts to file a registration statement on Form
S-3 for a secondary offering (including any successor registration statement, a “Resale Shelf”) of the Ordinary
Shares and any other equity security of the Company issued or issuable with respect thereto by way of a share dividend or share
split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (the “Ordinary
Registrable Securities”) pursuant to Rule 415 under the Securities Act.


 


2.         Within
thirty (30) days after the written request of the GSO Purchasers with respect to the Series A Shares, or the FNF Purchasers with
respect to the Series B Shares, the Company shall use reasonable best efforts to file a Resale Shelf covering (x) the Series A
Shares or the Series B Shares, as the case may be, (y) the Converted Shares (as defined below), in each case plus (z) any other
equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y), as applicable,
by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation
or reorganization (the “Preferred Registrable Securities” and, together with the Ordinary Registrable Securities,
the “Registrable Securities”) pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing,
the Company shall have no obligation to file a Resale Shelf (i) with respect to the securities referred to in clause (x) above
earlier than ninety (90) days prior to the first anniversary of the Closing Date, and (ii) with respect to the securities referred
to in clause (y) above, earlier than ninety (90) days prior to the date on which the Preferred Shares become convertible, or actually
convert, into Ordinary Shares pursuant to the applicable Certificate of Designations and Articles of Association.


 


3.         If
Form S-3 is unavailable for a registration described in paragraphs 1 and 2 hereof, the Company shall register the resale of the
Registrable Securities on another appropriate form (including Form S-1) as promptly as practicable after Form S-3 becomes unavailable,
and undertake to register the Registrable Securities on Form S-3 as soon as such form is available.


 


4.         The
Company shall use reasonable best efforts to cause each Resale Shelf to be declared effective under the Securities Act promptly
after the filing thereof, but in no event later than sixty (60) days after the filing thereof, and to maintain the effectiveness
of such Resale Shelf with respect to the Registrable Securities covered by such Resale Shelf until the earlier of (A) the date
on which the Purchasers cease to hold Registrable Securities covered by such Resale Shelf and (B) the date all of the Purchasers’
Registrable Securities covered by such Resale Shelf can be sold publicly without restriction or limitation under Rule 144 under
the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act.


 


Annex 4




     


     


    

 


5.         If
at any time the Company proposes to file a registration statement (a “Registration Statement”) on its own behalf,
or on behalf of any other persons (as defined below) who have previously exercised demand registration rights with respect to such
registration statement (“Other Holders”), relating to an underwritten offering of Ordinary Shares, or engage
in an Underwritten Shelf Takedown (as defined below) (in each case, a “Company Offering”), then the Company
will provide the Purchasers with notice in writing (an “Offer Notice”) at least ten (10) Business Days prior
to such filing, which Offer Notice will offer to include in the Registration Statement for such Company Offering the Purchasers’
Ordinary Registrable Securities and Converted Shares (as defined below), if any. Within five (5) Business Days (or, in the case
of an Offer Notice delivered to the Purchasers in connection with an Underwritten Shelf Takedown, within three (3) Business Days)
after receiving the Offer Notice, each Purchaser may make a written request (a “Piggyback Request”) to the Company
to include some or all of such Purchaser’s Ordinary Registrable Securities or Converted Shares in the Company Offering. If
the underwriter(s) for any Company Offering advise the Company that marketing factors require a limitation on the number of securities
that may be included in the Company Offering, the number of securities to be so included shall be allocated as follows: (i) first,
to the Company and any Other Holders, if any; and (ii) second, to the Piggyback Holders (as defined in the Forward Purchase Agreements)
and other holders of Ordinary Shares who validly exercised piggyback registration rights based on the pro rata percentage
of Ordinary Shares requested to be included therein, and (iii) to the Purchasers based on the pro rata percentage of
Ordinary Registrable Securities and Converted Shares, as applicable, held by the Purchasers and requested to be included in the
Company Offering.


 


6.         At
any time during which the Company has an effective Resale Shelf with respect to the Purchasers’ Registrable Securities, (i)
the Purchasers shall be entitled, at any time and from time to time, to sell Registrable Securities, and (ii) each Purchaser may
make a written request (which request shall specify the intended method of disposition thereof) (a “Shelf Takedown Request”)
to the Company to effect a sale, of all or a portion of such Purchaser’s Registrable Securities that are covered by the Resale
Shelf for which a prospectus supplement (a “Shelf Takedown Prospectus Supplement”) is required by applicable
law, and the Company shall use commercially reasonable efforts to file such Shelf Takedown Prospectus Supplement for such purpose
as soon as reasonably practicable following receipt of a Shelf Takedown Request.


 


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7.         Each
of (i) the GSO Purchasers, taken as a group and (ii) the FNF Purchasers, taken as a group, may request (any such group, the “Requesting
Purchasers”) that any sale of Ordinary Shares issued upon the conversion of the Preferred Shares (and any other equity
security of the Company issued or issuable with respect to such Ordinary Shares by way of a share dividend or share split or in
connection with a combination of shares, recapitalization, merger, consolidation or reorganization, the “Converted Shares”)
covered by a Resale Shelf be conducted as an underwritten public offering (an “Underwritten Shelf Takedown”).
The Company shall not be obligated to effect more than two Underwritten Shelf Takedowns for each of (i) the GSO Purchasers, taken
as a group, and (ii) the FNF Purchasers, taken as a group. Each of the GSO Purchasers, taken as a group, and the FNF Purchasers,
taken as a group, shall have the right, pursuant to a timely Piggyback Request, to include securities that are covered by the Resale
Shelf (“Requesting Holder Securities”) in the prospectus supplement relating to any Underwritten Shelf Takedown
and such Purchaser agrees to cooperate with the Company and such other Purchaser in furtherance thereof. If the underwriter(s)
for any Underwritten Shelf Takedown advise the Company that marketing factors require a limitation on the number of securities
that may be included in the Underwritten Shelf Takedown, the number of securities to be so included shall be allocated as follows:
(i) first, to the Requesting Purchasers; and (ii) second, to the Piggyback Holders and other holders of ordinary shares who validly
exercised piggyback registration rights based on the pro rata percentage of Ordinary Shares to be included therein, and
(iii) third, to the Purchasers making the Piggyback Request based on the pro rata percentage of the Converted Shares held
by the Purchasers making the Piggyback Request and requested to be included in the Underwritten Shelf Takedown. It is understood
that any Purchaser electing to include securities on‎ an Underwritten Shelf Takedown pursuant to a Piggyback Request shall
not have the ability to withdraw such securities from such offering without the consent of the Requesting Purchasers, it being
understood that the terms of the offering may not be known at the time of such offering and that the Requesting Purchasers shall
have the sole discretion to approve such terms (and such other Purchasers shall not have the right to make any determinations other
than whether they wish to include their Converted Shares in the prospectus supplement). In this regard, by electing to include
securities in such offering, such other Purchasers agree to cooperate with the Company and the Requesting Purchasers in furtherance
of such offering, including entering into such customary agreements and take all such actions (including supplying all reasonably
requested information) within forty-eight (48) hours of a reasonable request by the Company, underwriters or Requesting Purchasers.
The Requesting Purchasers shall have the right, after consultation with the Company, to determine the plan of distribution for
any Underwritten Shelf Takedown, including the price at which the Converted Shares are to be sold and the underwriting commissions,
discounts and fees. The Requesting Purchasers shall select the investment banker or bankers and managers to administer the Underwritten
Shelf Takedown, including the lead managing underwriter (provided that such investment banker or bankers and managers shall be
reasonably satisfactory to the Company. The Company shall consider, in good faith, any reasonable request by any Purchaser from
time to time for an Underwritten Shelf Takedown of Ordinary Registrable Securities owned by such Purchaser that are not Converted
Shares.


 


8.         Each
of (i) the GSO Purchasers, taken as a group and (ii) the FNF Purchasers, taken as a group, may request a sale of Ordinary Registrable
Securities that are not Converted Shares covered by a Resale Shelf be conducted as an underwritten block trade (an “Underwritten
Block Trade”); provided that aggregate offering value of such Registrable Ordinary Securities requested to be
sold in any Underwritten Block Trade must be equal to at least $25,000,000. The Company shall not be obligated to effect more than
one Underwritten Block Trade for each of (i) the GSO Purchasers, taken as a group, and (ii) the FNF Purchasers, taken as a group,
and the total Registration Expenses payable by the Company under paragraph 10 below for all Underwritten Block Trades shall not
exceed $500,000 in the aggregate.


 


9.         In
connection with any underwritten offering, the Company shall enter into such customary agreements and take all such other actions
in connection therewith (including those requested by the Purchasers) in order to facilitate the disposition of such Registrable
Securities as are reasonably necessary or required, and in such connection enter into a customary underwriting agreement that provides
for customary opinions, comfort letters and officer’s certificates and other customary deliverables.


 


10.       The
Company shall pay all fees and expenses incident to the performance of or compliance with its obligation to prepare, file and maintain
the Resale Shelf (including the fees of its counsel and accountants). The Company shall also pay all Registration Expenses. For
purposes of this paragraph 10, “Registration Expenses” shall mean the out-of-pocket expenses of a Company Offering
or an Underwritten Shelf Takedown, including, without limitation, the following: (i) all registration and filing fees (including
fees with respect to filings required to be made with FINRA) and any securities exchange on which the Registrable Securities are
then listed; (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements
of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities); (iii) printing, messenger,
telephone and delivery expenses; (iv) reasonable fees and disbursements of counsel for the Company; (v) reasonable fees and disbursements
of all independent registered public accountants of the Company incurred specifically in connection with such Underwritten Shelf
Takedown; and (vi) reasonable fees and expenses of one legal counsel selected by the applicable Purchasers.


 


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11.       The
Company may suspend the use of a prospectus included in a Resale Shelf or Company Offering by furnishing to the Purchasers a written
notice (“Suspension Notice”) stating that in the good faith judgment of the Company, it would be either (i)
prohibited by the Company’s insider trading policy (as if the Purchasers were covered by such policy) or (ii) materially
detrimental to the Company and its shareholders for such prospectus to be used at such time. The Company’s right to suspend
the use of such prospectus under clause (ii) of the preceding sentence may be exercised for a period of not more than sixty (60)
days after the date of such notice to the Purchasers; provided such period may be extended for an additional thirty (30)
days with the consent of a majority-in-interest of the holders of Registrable Securities covered by the Resale Shelf; provided
further, that such right to suspend the use of a prospectus in the case of clause (ii) of the preceding sentence shall be exercised
by the Company not more than once in any twelve (12) month period (it being understood that the right to suspend the use of a prospectus
in the case of clause (i) of the preceding sentence shall not be so limited). A holder of Registrable Securities shall not effect
any sales of Registrable Securities pursuant to a Resale Shelf or Company Offering at any time after it has received a Suspension
Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). The holders may recommence effecting
sales of the Registrable Securities pursuant to the Resale Shelf following further written notice to such effect (an “End
of Suspension Notice”) from the Company to the holders, which shall be provided by the Company prior to the end of the
applicable suspension period. The Company shall act in good faith to permit any suspension period contemplated by this paragraph
to be concluded as promptly as reasonably practicable.


 


12.       The
Purchaser agrees that, except as required by applicable law, the Purchaser shall treat as confidential the receipt of any Suspension
Notice (provided that in no event shall such notice contain any material nonpublic information of the Company) hereunder and shall
not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company until
such time as the information contained therein is or becomes public, other than as a result of disclosure by a holder of Registrable
Securities in breach of the terms of this Agreement.


 


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13.       The
Company shall indemnify and hold harmless the Purchasers, their respective directors and officers, partners, members, managers,
employees, agents, and representatives and each person, if any, who controls each Purchaser within the meaning of the Securities
Act and the Exchange Act and any agent thereof (collectively, “Indemnified Persons”), to the fullest extent
permitted by applicable law, from and against any losses, claims, damages, liabilities, joint or several, costs (including reasonable
costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest, settlements or
other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative
or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under
the Securities Act or otherwise (collectively, “Losses”), promptly as incurred, arising out of, based upon or
resulting from any untrue statement or alleged untrue statement of any material fact contained in the Resale Shelf (or any amendment
or supplement thereto), the related prospectus, or any amendment or supplement thereto, or arise out of, are based upon or resulting
from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading; provided, however, that the Company shall not be
liable in any such case or to any Indemnified Person to the extent that any such Loss arises out of, is based upon or results from
an untrue statement or alleged untrue statement or omission or alleged omission or so made in reliance upon or in conformity with
information furnished by or on behalf of such Indemnified Person in writing specifically for use in the preparation of the Resale
Shelf, the related prospectus, or any amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such Indemnified Person, and shall survive the transfer of any Registrable Securities
by the Purchasers.


 


14.       The
Company’s obligations under this Annex 4 are subject to the Purchasers’ furnishing to the Company in writing
such information as the Company reasonably requests for use in connection with each Resale Shelf and Company Offering, the related
prospectus, or any amendment or supplement thereto. Each Purchaser shall indemnify the Company, its officers, directors, managers,
employees, agents and representatives, and each person who controls the Company (within the meaning of the Securities Act) against
any losses, claims, damages, liabilities and expenses resulting from any untrue statement or alleged untrue statement of material
fact contained in each Resale Shelf and Company Offering, the related prospectus, or any amendment or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
but only to the extent that such untrue statement or omission is contained in any information so furnished in writing by a Purchaser
expressly for inclusion in such document; provided that the obligation to indemnify shall be individual, not joint and several,
for each Purchaser and shall be limited to the net amount of proceeds received by such Purchaser from the sale of Registrable Securities
pursuant to such Resale Shelf or Company Offering.


 


15.       The
Company shall cooperate with the Purchasers, to the extent the Registrable Securities become freely tradable and are sold by a
Purchaser, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing
the Registrable Securities to be offered pursuant to a Resale Shelf and enable such certificates to be in such denominations or
amounts, as the case may be, as the Purchasers may reasonably request and registered in such names as the Purchasers may request.


 


16.       If
requested by a Purchaser, the Company shall as soon as practicable, subject to any Suspension Notice, (i) incorporate in a prospectus
supplement or post-effective amendment such information as such Purchaser reasonably requests to be included therein relating to
the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable
Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable
Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment
after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement
or make amendments to any Registration Statement if reasonably requested by such Purchaser holding any Registrable Securities.


 


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17.       As
long as the Purchasers shall own Registrable Securities, the Company, at all times while it shall be reporting under the Exchange
Act, covenants to file timely (or file Forms 12b-25 for extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act,
and to promptly furnish the Purchaser with true and complete copies of all such filings, unless filed through the SEC’s EDGAR
system. The Company further covenants that it shall take such further action as the Purchaser may reasonably request, all to the
extent required from time to time, to enable the Purchaser to sell the Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any
legal opinions relating thereto. Upon the request of a Purchaser, the Company shall deliver to the Purchaser a written certification
of a duly authorized officer as to whether it has complied with such requirements.


 


18.       The
rights, duties and obligations of the Purchasers under this Annex 4 may be assigned or delegated by any Purchaser in conjunction
with and to the extent of any transfer or assignment of Registrable Securities by such Purchaser to any transferee or assignee.


 


19.       The
Company covenants and agrees that it will not grant registration rights to any other person that are more favorable (including
with respect to priority) to those provided to the Purchasers under this Annex 4 unless the Purchasers have provided their
prior written consent thereto to the Company.


 


20.       The
terms set forth in this Annex 4 shall not apply to any Preferred Shares that a Purchaser elects to include in a remarketing
pursuant to Section 11 of the Certificate of Designations for each of the Series A Shares and the Series B Shares during such remarketing.


 


21.       Any
action to be taken or right to be exercised by the holders of the Series A Shares or the Series B Shares, as the case may be, pursuant
to this Annex 4 may be taken with the written consent of or at the direction of the holders of a majority of such Series
A Shares or Series B Shares, as the case may be. The provisions of this Annex 4, including the provisions of this sentence,
may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given
without the prior written consent of the holders of a majority of each of the Series A Shares and the Series B Shares.


 


22.       The
provisions of this Annex 4 shall apply, to the full extent set forth herein, with respect to the Registrable Securities, to any
and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets
or otherwise) which may be issued in respect of, in exchange for, or in substitution of the Registrable Securities, by reason of
a stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation
or otherwise. Upon the occurrence of any of such events, the provisions hereunder shall be appropriately adjusted with the consent
of the Purchasers.


 


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23.       The
Company agrees that to the extent necessary to ensure that the Registrable Securities are freely transferable pursuant to applicable
laws and in order to facilitate the disposition by the Purchasers of such securities, if the Company’s Ordinary Shares (or
any successor security) are no longer registered under the Exchange Act and become registered under the laws of a non-U.S. jurisdiction,
or listed on a stock exchange in a non-U.S. jurisdiction, then the Company and the Purchasers shall cooperate in good faith to
revise the terms of this Annex 4 to refer to the appropriate applicable laws and stock exchange(s), and make other appropriate
adjustments to give full effect to the intent and purposes of this Annex 4.


 


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Exhibit A


Form of Certificate of Designations of the
Series A Preferred Shares


 


EXECUTION VERSION


 


CERTIFICATE OF DESIGNATIONS


 


OF


 


SERIES A CUMULATIVE CONVERTIBLE PREFERRED
SHARES


 


OF


 


FGL HOLDINGS


 


FGL HOLDINGS, an exempted company incorporated
and existing under the laws of the Cayman Islands (the “Company”), does hereby certify:


 


That the Board of Directors of the Company
(the “Board of Directors”), pursuant to the authority conferred upon the Board of Directors by the provisions
of the Amended and Restated Memorandum and Articles of Association of the Company and applicable law, by way of written resolution
dated November 30, 2017, duly adopted resolutions creating a class of preferred shares of the Company designated as “Series
A Cumulative Convertible Preferred Shares”.


 


Section
1.          Designation. The
designation of the class of preferred shares shall be “Series A Cumulative Convertible Preferred Shares” (the “Series
A Shares”). Each Series A Share shall be identical in all respects to every other Series A Share. The Series A Shares
will rank, on the terms set forth in Section 4(c) and Section 5, equally with Parity Shares and senior to Junior Shares, with
respect to the payment of dividends and/or the distribution of assets following the commencement of any voluntary or involuntary
liquidation of the Company.


 


Section
2.          Number of Shares. The number of authorized Series
A Shares shall be 275,000, provided, that an additional 325,000 Series A Shares shall be authorized for issuance solely
as PIK Shares. That number from time to time may be increased solely with the affirmative vote or consent of the holders of the
Series A Shares pursuant to Section 12 and the Board of Directors; provided that no such increase shall be permitted that
would cause the total number of authorized Preferred Shares, including the Series A Shares, to exceed the amount of Preferred
Shares authorized by the Articles of Association.


 


Section
3.          Definitions. As
used herein with respect to the Series A Shares:


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this Certificate of Designations, “control”, when used with respect
to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Agent Members” has the
meaning set forth in Section 21(c).


 


“Appoint” has the meaning
set forth in Section 12(b)(v).


 


“AOI” means, for any
period, the adjusted operating income of the Company, calculated on a basis consistent with that adopted by Fidelity & Guaranty
Life for the 2016 fiscal year, as reflected in its publicly filed financial statements.


 




    	 	1	 



     


    

 


“Arrearage” has the meaning
set forth in Section 4(b).


 


“Articles of Association”
means the Second Amended and Restated Memorandum and Articles of Association of the Company, as they may be amended from time to
time, and shall include this Certificate of Designations and the certificate of designations for any other authorized class of
Preferred Shares.


 


“Blackstone Funds” means,
individually or collectively, any investment fund, coinvestment vehicles and/or other similar vehicles or accounts, in each case,
managed by an Affiliate of The Blackstone Group L.P., or any of their respective successors.


 


“Board of Directors”
has the meaning set forth in the Recitals or a committee thereof duly authorized to act for such Board of Directors.


 


“Business Day” means
each weekday on which banking institutions in New York, New York are not authorized or obligated by law, regulation or executive
order to close.


 


“Calculation Agent” means
the Transfer Agent acting in its capacity as calculation agent for the Series A Shares, and its successors and assigns.


 


“Capital Stock” of any
Person means (i) with respect to any Person that is a corporation or a company, any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including
any Ordinary Shares or Preferred Shares, and (ii) with respect to any Person that is not a corporation or a company, any and
all partnership, limited liability company, membership or other equity interests of such Person, but in each case excluding any
debt securities convertible into any of the foregoing.


 


“Certificate of Designations”
means this Certificate of Designations relating to the Series A Shares, as it may be amended from time to time.


 


“Change of Control” means
the occurrence of one of the following:


 


(i)          a
“person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than a Permitted Holder,
becomes or files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has
become the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of Ordinary
Shares or other common equity of the Company representing more than 50% of the voting power of the issued and outstanding Ordinary
Shares or other common equity of the Company;


 


(ii)         one
or more Permitted Holders become, or commence a tender, exchange or similar offer and/or file a Schedule TO or any schedule, form
or report under the Exchange Act disclosing that such Permitted Holder(s) intends to become, in the aggregate, the direct or indirect
ultimate “beneficial owners,” as defined in Rule 13d-3 under the Exchange Act, of Ordinary Shares or other common equity
of the Company representing more than 60% of the voting power of the outstanding Ordinary Shares or other common equity of the
Company; or


 




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(iii)        consummation
of any consolidation, merger, amalgamation or scheme of arrangement of or involving the Company or similar transaction or any sale,
lease or other transfer in one transaction or a series of transactions of all or substantially all of the property and assets of
the Company to any Person other than one of the Company’s Subsidiaries, in each case pursuant to which the Ordinary Shares
or other common equity of the Company will be converted into cash, securities or other property, other than pursuant to a transaction
in which (A) the Persons that “beneficially owned” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
voting shares of the Company immediately prior to such transaction beneficially own, directly or indirectly, voting shares representing
a majority of the total voting power of all issued and outstanding classes of voting shares of the continuing or surviving Person
immediately after such transaction, or (B) the members of the Board of Directors or other governing body of the Company immediately
prior to such transaction comprise a majority of the members of the Board of Directors or other governing body of the Company or
such other continuing or surviving Person immediately after such transaction.


 


“Closing Price” of the
Ordinary Shares on any date of determination means the last reported sale price of the Ordinary Shares regular way on such date
(or, if no such sale occurs on such date, the average of the reported closing bid and asked prices for such shares regular way
on such date) on the Principal Market or, if there is no Principal Market for the Ordinary Shares, the average of the closing bid
and asked prices quoted for the Ordinary Shares in the over-the-counter market as reported by OTC Markets Group Inc. or any similar
organization, or if such closing prices are not so reported (or if the relevant price or prices required to be used to calculate
the Closing Price as provided in this paragraph are not available in the relevant market on such date for any reason, the market
price of the Ordinary Shares on such date as determined by a nationally recognized investment banking firm retained by the Company
for this purpose).


 


“Company” has the meaning
set forth in the Recitals.


 


“Competing Remarketing”
means any ongoing Remarketing pursuant to Section 11, and any ongoing remarketing of the Series B Shares pursuant to Section 11
of the Series B Certificate of Designations; provided that no such Remarketing or remarketing shall be deemed to be ongoing
past the applicable Remarketing Window for such Remarketing.


 


“Constituent Person”
has the meaning set forth in Section 10(a)(ii).


 


“Conversion Agent” means
the Transfer Agent acting in its capacity as conversion agent for the Series A Shares, and its successors and assigns.


 


“Conversion Date” has
the meaning set forth in Section 8(d).


 


“Conversion Notice Date”
has the meaning set forth in Section 8(d).


 


“Conversion Price” means,
at any time, a dollar amount equal to the higher of (i) a 5.0% discount to the arithmetic average of the VWAP per Ordinary Share
on each of the 30 consecutive Trading Days from, but excluding the Conversion Notice Date, and (ii) the Floor Price.


 


“Conversion Rate” means,
at any time, the number of duly authorized, fully paid and nonassessable Ordinary Shares into which each Series A Share is convertible,
after taking into account any adjustments pursuant to Section 9, determined by dividing (i) the Liquidation Preference (calculated
as if the Conversion Date was the date fixed for liquidation the Company, and as adjusted pursuant hereto for share splits, share
dividends, reclassifications and the like), by (ii) the Conversion Price.


 


“Credit Agreement” means
the Credit Agreement, dated as of November 30, 2017, by and among Fidelity & Guaranty Life Holdings, Inc., a Delaware
corporation, CF Bermuda Holdings Limited, a Bermuda exempted limited liability company, the lenders from time to time a party thereto
and Royal Bank of Canada, as administrative agent for the lenders and the other agents and arrangers party thereto.


 




    	 	3	 



     


    

 


“Current Market Price”
as of any day means the average of the VWAP per Ordinary Share on each of the 10 consecutive Trading Days ending on the earlier
of the day in question and the day before the Ex-date or other specified date with respect to the issuance or distribution requiring
such computation, appropriately adjusted to take into account the occurrence during such period of any event described in Section
9. For the purpose of calculating the Current Market Price, consecutive Trading Days shall end on the day before the date in question.


 


“Depositary” means DTC
or its nominee, or any successor depositary appointed by the Company or its nominee.


 


“Director Acceptance Letter”
has the meaning set forth in Section 12(b)(ii).


 


“Dividend Payment Date”
has the meaning set forth in Section 4(a)(i). Each Dividend Payment Date “relates” to the Dividend Period most recently
ending before such Dividend Payment Date, and vice versa (with the words “related” and “relating” having
correlative meanings).


 


“Dividend Period” means
each period from and including a Dividend Payment Date (except that the initial Dividend Period shall commence on the Original
Issue Date, and the initial Dividend Period for any Series A Shares issued in kind pursuant to Section 4 shall commence on the
date such Series A Shares are issued) and continuing to but not including the next succeeding Dividend Payment Date.


 


“Dividend Rate” means
(i) for any day during the Fixed Rate Period, 7.5%, and (ii) for any date during the Floating Rate Period, the greater of (A) 7.5%
and (B) a rate equal to Three-month LIBOR plus 5.5%; provided that in the event of an Modified Dividend Rate, such Modified
Dividend Rate shall be the Dividend Rate.


 


“Dividend Record Date”
has the meaning specified in Section 4(a)(iii).


 


“DTC” means The Depository
Trust Company.


 


“Engagement Date” has
the meaning set forth in the definition of “Remarketing Window”.


 


“Engagement Deadline”
has the meaning set forth in Section 11(b).


 


“Exchange Act” means
the United States Securities Exchange Act of 1934, as amended.


 


“Exchange Property” has
the meaning set forth in Section 10(a)(ii).


 


“Ex-date”, when used
with respect to any issuance or distribution, means the first date on which the Ordinary Shares or other relevant securities trade
without the right to receive such issuance or distribution.


 


“Expiration Date” has
the meaning set forth in Section 9(a)(iv).


 


“Expiration Time” has
the meaning set forth in Section 9(a)(iv).


 


“Fixed Rate Period” means
each Dividend Period relating to a Dividend Payment Date occurring on or before November 30, 2027.


 


“Floating Rate Period”
means each Dividend Period relating to a Dividend Payment Date occurring after November 30, 2027.


 




    	 	4	 



     


    

 


“Floor Price” means (i)
for a Conversion Date from and including November 30, 2027 to but not including November 30, 2028, $8.00, (ii)
for a Conversion Date from and including November 30, 2028 to but not including November 30, 2029, $7.00, and
(iii) for a Conversion Date from and after November 30, 2029, $6.00, in each case after taking into account any adjustment
pursuant to Section 9.


 


“FNF” means Fidelity
National Financial, Inc., and its successors and permitted assigns.


 


“Global Preferred Share”
has the meaning set forth in Section 21(a).


 


“GSO” means GSO Capital
Partners LP, and its successors and permitted assigns.


 


“GSO Group” means funds
and accounts managed, advised or sub-advised by GSO and its Affiliates within the credit-focused business unit of The Blackstone
Group L.P.


 


“Holder” means, as to
any Series A Share, the Person in whose name such share is registered in the register of members of the Company, which may be treated
by the Company, Transfer Agent, Registrar, Calculation Agent, paying agent and Conversion Agent as the absolute owner of such share
for the purpose of making payment and settling the related conversions and for all other purposes. References herein to “holders”
of preferred shares of the Company shall mean, insofar as such shares are Series A Shares, the Holders thereof.


 


“Included Series B Shares”
has the meaning set forth in Section 11(h).


 


“Junior Liquidation Shares”
has the meaning set forth in the definition of “Junior Shares”.


 


“Junior Payments” has
the meaning set forth in Section 4(c)(i).


 


“Junior Shares” means
the Ordinary Shares and any other class or series of shares in the capital of the Company now existing or hereafter authorized
over which the Series A Shares have preference or priority in the payment of dividends or in the distribution of assets following
the commencement of any voluntary or involuntary liquidation of the Company. Junior Shares over which the Series A Shares have
preference or priority in such distribution of assets are herein called “Junior Liquidation Shares”.


 


“Liquidation Preference”
has the meaning set forth in Section 5(a). References to the “liquidation preference” of any Preferred Shares
of the Company in the Articles of Association shall mean the Liquidation Preference if such Preferred Shares are Series A Shares.


 


“London Banking Day”
means any day on which commercial banks are open in London for general business (including dealings in foreign exchange and foreign
currency deposits).


 


“Market Disruption Event”
means, on any day when the Ordinary Shares are listed or admitted to trading or quoted on a securities exchange or quotation facility
(whether U.S. national or regional or non-U.S.), any of the following events that occurs or continues to exist on such day:


 


(i)          any
suspension of, or limitation imposed on, trading by the Principal Market during the one-hour period prior to the close of trading
for the regular trading session (or for purposes of determining the VWAP per Ordinary Share, any period or periods aggregating
one half-hour or longer during the regular trading session) on the Principal Market on such day, and whether by reason of movements
in price exceeding limits permitted by the Principal Market, or otherwise, relating to the Ordinary Shares (specifically or among
other shares generally) or to futures or options contracts relating to the Ordinary Shares (specifically or among other shares
generally) on the Principal Market;


 




    	 	5	 



     


    

 


(ii)         any
event that disrupts or impairs (as determined by the Company in its reasonable discretion) the ability of market participants,
during the one-hour period prior to the close of trading for the regular trading session (or for purposes of determining the VWAP
per Ordinary Share, any period or periods aggregating one half-hour or longer during the regular trading session) on the Principal
Market on such day, to effect transactions in, or obtain market values for, the Ordinary Shares (specifically or among other shares
generally) on the Principal Market on such day or to effect transactions in, or obtain market values for, futures or options contracts
relating to the Ordinary Shares (specifically or among other shares generally) on the Principal Market on such day; or


 


(iii)        the
principal exchange or quotation facility (whether or not the Principal Market) on which futures or options contracts relating to
the Ordinary Shares are listed or admitted to trading or quoted fails to open, or closes prior to its respective scheduled closing
time, for the regular trading session on such day (without regard to after hours or any other trading outside of the regular trading
session hours), unless such earlier closing time is announced by such exchange or facility at least one hour prior to the earlier
of (A) the actual closing time for the regular trading session on such day and (B) the submission deadline for orders to be entered
into such exchange or facility for execution at the actual closing time on such day.


 


“Modified Dividend Rate”
means, in connection with a Remarketing, the dividend rate per annum (which may be fixed or floating, and any spread with respect
to a floating dividend rate) rounded to the nearest one one-thousandth (0.001) of one percent that the Series A Shares shall bear
as determined by the Board of Directors pursuant to the Remarketing Agreement and Section 11(j).


 


“Modified Redemption Date”
means, in connection with a Remarketing, the earliest redemption date for the Series A Shares (which shall be no earlier than the
earliest redemption date prior to such Remarketing) that shall apply after such Remarketing as determined by the Company pursuant
to the Remarketing Agreement.


 


“Modified Remarketing Price”
has the meaning set forth in Section 11(d).


 


“Modified Terms” has
the meaning set forth in Section 11(d).


 


“NC Date” has the meaning
set forth in Section 6(a); provided that if there is a Modified Redemption Date, the NC Date shall be the Modified Redemption
Date.


 


“Nonpayment” has the
meaning set forth in Section 12(b)(i).


 


“Normalized AOI” means
the AOI for any period subject to the following adjustments: (i) add back any amounts for “legacy incentive compensation”,
and “back project expenses”, (ii) add back (if negative) or subtract (if positive) any amounts for “single premium
immediate annuities mortality & other reserve adjustments”; (iii) add back (if negative) or subtract (if positive) any
amounts for “assumption review & DAC unlocking”, and (iv) “other, including bond prepayment income and tax
valuation allowance adjustments”, in each case, calculated on a basis consistent with that adopted in prior years by Fidelity
Life & Guaranty in its publicly filed financial statements.


 




    	 	6	 



     


    

 


“Officer” means the Director,
Chief Executive Officer, the Chief Operating Officer, the Chief Administrative Officer, the Chief Financial Officer, the Controller,
the Chief Accounting Officer, the Treasurer, any Assistant Treasurer, the General Counsel and Corporate Secretary and any Assistant
Secretary of the Company.


 


“Officers’ Certificate”
means a certificate signed (i) by a Director, the Chief Executive Officer, the Chief Operating Officer, the Chief Administrative
Officer, the Chief Financial Officer, the Controller or the Chief Accounting Officer, and (ii) by the Treasurer, any Assistant
Treasurer, the General Counsel, Corporate Secretary or any Assistant Secretary of the Company, and delivered to the Conversion
Agent.


 


“Ordinary Shares” means
the ordinary shares in the capital of the Company, par value $0.0001 per share.


 


“Original Holder” means
any Holder that is (i) a member of the GSO Group or (ii) any transferee of such member that is an Affiliate of GSO.


 


“Original Issue Date”
means November 30, 2017.


 


“Original Liquidation Preference”
means $1,000.00 per Series A Share.


 


“Original Remarketing Price”
means an amount equal to the Liquidation Preference for the Series A Shares to be remarketed.


 


“Original Series B Holders”
means any Holder of Series B Shares that is (i) FNF, or (ii) any transferee of FNF that is an Affiliate of FNF.


 


“Parity Dividend Shares”
has the meaning set forth in the definition of “Parity Shares”.


 


“Parity Liquidation Shares”
has the meaning set forth in the definition of “Parity Shares”.


 


“Parity Shares” means
any class or series of shares in the capital of the Company hereafter authorized that ranks equally with the Series A Shares in
the payment of dividends or in the distribution of assets following the commencement of any voluntary or involuntary liquidation
of the Company. Parity Shares so ranking equally in the payment of dividends are herein called “Parity Dividend Shares”.
Parity Shares so ranking equally in such distribution of assets are herein called “Parity Liquidation Shares”.
The Series B Shares shall be deemed to be Parity Shares, Parity Dividend Shares and Parity Liquidation Shares.


 


“Participation Deadline”
has the meaning set forth in Section 11(a).


 


“Participating Holders”
has the meaning set forth in Section 11(a).


 


“Participating Series B Holders”
has the meaning set forth in Section 11(h).


 


“Permitted Holders” means:


 


(i) each of Blackstone Tactical Opportunities
Fund II, L.P., GSO, FNF, Cannae Holdings, Inc., BilCar, LLC, CC Capital Management, LLC, CFS Holdings (Cayman), LP, CFS II Holdings
(Cayman), LP and the Blackstone Funds;


 


(ii) any Affiliate or Related Party of any
Person specified in clause (i); and


 




    	 	7	 



     


    

 


(iii) any Person both the Capital Stock
and the Voting Stock of which (or in the case of a trust, the beneficial interests in which) are owned 50% or more by Persons specified
in clauses (i) and (ii) or any group in which the Persons specified in clauses (i) and (ii) own a majority of the voting power
of the Voting Stock held by such group, and any Person that is a member of any such group.


 


“Person” means a legal
person, including any individual, company, corporation, estate, body corporate, partnership, limited liability company, trust,
joint venture, association or other legal entity.


 


“PIK Shares” has the
meaning set forth in Section 4(a)(ii).


 


“Preferred Shares” means
any and all series or classes of preferred shares in the capital of the Company, having a par value of $0.0001 per share, including
the Series A Shares and Series B Shares.


 


“Preferred Share Director”
has the meaning specified in Section 12(b)(i).


 


“Principal Market” means,
with respect to any day on which the Ordinary Shares are listed or admitted to trading or quoted on any securities exchange or
quotation facility (whether U.S. national or regional or non-U.S.), the principal such exchange or facility on which the Ordinary
Shares are so listed or admitted or so quoted.


 


“Purchased Shares” has
the meaning set forth in Section 9(a)(iv).


 


“Record Date” has the
meaning set forth in Section 9(d).


 


“Redemption Price” has
the meaning set forth in Section 6(a).


 


“Registrar” means the
Transfer Agent acting in its capacity as registrar for the Series A Shares, and its successors and assigns.


 


“Regulatory Entities”
means all governmental or self-regulatory authorities in the United States or elsewhere having jurisdiction over the Company or
any of its Subsidiaries.


 


“Reimbursed Holders”
has the meaning set forth in Section 11(g).


 


“Related Party” means:


 


(i)          any
controlling stockholder, majority owned Subsidiary, or immediate family member (in the case of an individual) of any Permitted
Holder; or


 


(ii)         any
trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members,
owners or Persons beneficially holding a majority (and controlling) interest of which consist of one or more Permitted Holders
and/or such other Persons referred to in the immediately preceding clause (i).


 


“Remarketing” has the
meaning set forth in Section 11(a).


 


“Remarketing Agent” means
any Remarketing Agent(s) appointed by the Company pursuant to Section 11.


 


“Remarketing Agreement”
means a Remarketing Agreement to be entered into between the Company and one or more Remarketing Agents setting forth the terms
of a Remarketing.


 


“Remarketing Date” means
the date the Series A Shares offered in the Remarketing Period are priced by the Company and the Remarketing Agent(s).


 




    	 	8	 



     


    

 


“Remarketing Fee” means,
in the event of a Successful Remarketing, a remarketing fee, if any, paid to the Remarketing Agent(s) to be agreed upon in writing
by the Company and the Remarketing Agent(s) prior to any Remarketing pursuant to the Remarketing Agreement.


 


“Remarketing Interest Amount”
means interest on the Remarketing Loss Share Amount at a rate of 7.5% per annum accrued daily during the Remarketing Loss Share
Pricing Period.


 


“Remarketing Loss” has
the meaning set forth in Section 11(g).


 


“Remarketing Loss Share Amount”
has the meaning set forth in Section 11(g).


 


“Remarketing Loss Share Pricing
Period” has the meaning set forth in Section 11(g).


 


“Remarketing Notice”
has the meaning set forth in Section 11(a).


 


“Remarketing Period”
has the meaning set forth in Section 11(c).


 


“Remarketing Price” means,
as applicable, the Original Remarketing Price or the Modified Remarketing Price.


 


“Remarketing Process”
means the Remarketing process specified in Section 11, commencing with the delivery of a Remarketing Notice.


 


“Remarketing Reimbursement”
has the meaning set forth in Section 11(g).


 


“Remarketing Settlement Date”
means the third Business Day immediately following the Remarketing Date for a Successful Remarketing, or such other date as the
Company and the Remarketing Agent may mutually agree.


 


“Remarketing Window”
means the period from (i) the fifth Business Day following the earlier of (A) the Engagement Deadline, and (B) the date on
which the Remarketing Agent(s) are engaged by the Company pursuant to Section 11 (the “Engagement Date”), through
(ii) the 20th Business Day following the Engagement Deadline or Engagement Date, as applicable, provided that
such period may be extended (and the Remarketing delayed) to no later than 180 days after the Engagement Deadline or Engagement
Date, as applicable, if (i) the Remarketing Agent determines that the Remarketing is impractical due to then-prevailing market
conditions, or (ii) if the Board of Directors determines in good faith (x) that such delay would enable the Company to avoid disclosure
of material information, the disclosure of which at that time would not be in the Company’s best interests, or (y) that the
Remarketing to be delayed would, if not delayed, materially adversely affect the Company and its Subsidiaries taken as a whole
or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or
equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction, whether
due to commercial reasons, a desire to avoid premature disclosure of information or any other reason.


 


“Reorganization Event”
has the meaning set forth in Section 10(a).


 


“Reuters Screen LIBOR01”
means the display on the Reuters Eikon (or any successor service) on the “LIBOR01” page (or any other page as may replace
such page on such service for the purpose of displaying the London interbank rates of major banks for U.S. dollar deposits).


 


“Securities Act” means
the United States Securities Act of 1933, as amended from time to time.


 




    	 	9	 



     


    

 


“Series A Shares” has
the meaning set forth in Section 1.


 


“Series B Certificate of Designations”
means the Certificate of Designations for the Series B Shares.


 


“Series B Participation Notice”
has the meaning set forth in Section 11(h).


 


“Series B Remarketing Notice”
has the meaning set forth in Section 11(h).


 


“Series B Shares” means
the Series B Cumulative Convertible Preferred Shares of Company.


 


“Shareholder Approval”
has the meaning set forth in Section 8(e).


 


“Subsidiary” means, with
respect to any Person, any entity of which (i) such Person or any other Subsidiary of such Person is a general partner (in
the case of a partnership) or managing member (in the case of a limited liability company), (ii) voting power to elect
or appoint a majority of the board of directors, board of managers or others performing similar functions with respect to such
organization is held by such Person or by any one or more of such Person’s Subsidiaries, (iii) at least fifty percent
(50%) of any class of shares or Capital Stock or of the outstanding equity interests are beneficially owned by such Person
or (iv) any Person that would otherwise be deemed a “subsidiary” under Rule 12b-2 under the Exchange Act.


 


“Successful Remarketing”
has the meaning set forth in Section 11(e).


 


“Three-month LIBOR” means,
with respect to any Floating Rate Period, the offered rate expressed as a percentage per annum for deposits in U.S. dollars for
a three-month period commencing on the first day of such Floating Rate Period, as that rate appears on Reuters Screen LIBOR01 as
of 11:00 A.M., London time, on the second London Banking Day immediately preceding the first day of such Floating Rate Period.


 


If Three-month LIBOR does not appear on
Reuters Screen LIBOR01, Three-month LIBOR shall be determined on the basis of the rates at which deposits in U.S. dollars for a
three-month period, commencing on the first day of such Floating Rate Period, and in a principal amount of not less than $1,000,000,
are offered to prime banks in the London interbank market by four major banks in that market selected by the Company and identified
to the Calculation Agent at approximately 11:00 A.M., London time, on the second London Banking Day immediately preceding the first
day of such Floating Rate Period. The Calculation Agent shall request the principal London office of each of these banks to provide
a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR for such Floating Rate Period shall be
the arithmetic mean of such quotations (rounded upward if necessary to the nearest 0.00001%).


 


If fewer than two such quotations are provided
as described in the preceding paragraph, Three-month LIBOR with respect to such Floating Rate Period shall be the arithmetic mean
(rounded upward if necessary to the nearest 0.00001%) of the rates quoted by three major banks in New York City selected by the
Company and identified to the Calculation Agent at approximately 11:00 A.M., New York City time, on the first day of such Floating
Rate Period for loans in U.S. dollars to leading European banks for a three-month period, commencing on the first day of such Floating
Rate Period, and in a principal amount of not less than $1,000,000.


 




    	 	10	 



     


    

 


If fewer than three banks selected by the
Company and identified to the Calculation Agent to provide quotations are quoting as described in the preceding paragraph the Calculation
Agent shall: (i) determine the base rate that is most comparable to the Three-month LIBOR that was last displayed on Reuters Screen
LIBOR01; and (ii) apply such changes to that rate such that it is as similar as practicable, in the opinion of the Calculation
Agent, to the rate that would have prevailed under the Three-month LIBOR that was last displayed on Reuters Screen LIBOR01, provided,
that if the Calculation Agent determines there is an industry accepted successor base rate to the Three-month LIBOR that was last
displayed on Reuters Screen LIBOR01, such successor base rate will be the rate applied under (i).


 


If Three-month LIBOR calculated in accordance
with the foregoing paragraphs for any Floating Rate Period is less than zero, then Three-month LIBOR shall be deemed to be zero
for such Floating Rate Period.


 


“Trading Day” means,
for purposes of determining a VWAP or Closing Price per share of Ordinary Shares, a day on which the Principal Market is open for
the transaction of business and on which a Market Disruption Event does not occur or exist, or if the shares of Ordinary Shares
are not listed or admitted to trading and are not quoted on any securities exchange or quotation facility, a Business Day.


 


“Transfer Agent” means
Continental Stock Transfer & Trust Company acting as Transfer Agent, Registrar, Calculation Agent, paying agent and Conversion
Agent for the Series A Shares, and its successors and assigns.


 


“Trust” has the meaning
set forth in Section 6(e).


 


“Unsuccessful Remarketing”
has the meaning set forth in Section 11(f).


 


“Voting Holders” has
the meaning set forth in Section 12(b)(i).


 


“Voting Stock” of a Person
means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors,
managers or trustees, as applicable, of such Person.


 


“VWAP” per Ordinary Share
on any Trading Day means the per share volume-weighted average sale price per share of Ordinary Shares on the Principal Market
as displayed under the heading Bloomberg VWAP on Bloomberg page “CF Equity VWAP” (or any appropriate successor page)
in respect of the period from the open of trading until the close of trading on the Principal Market on such Trading Day (or if
such volume-weighted average price is unavailable or not provided for any reason, or there is no Principal Market for the Ordinary
Shares, the market price of one Ordinary Share on such Trading Day determined, using a volume-weighted average method, by a nationally
recognized investment banking firm retained for this purpose by the Company). When used with respect to any other securities, “VWAP”
shall have the meaning set forth above with references to the price per Ordinary Share meaning the price per unit of such other
securities, with references to Bloomberg page “CF Equity VWAP” meaning the applicable Bloomberg page displaying the
volume-weighted average sale price per unit of such securities and references to the Principal Market meaning the principal exchange
or other market in which such securities are then listed, quoted or traded. The VWAP during any period shall be appropriately adjusted
to take into account the occurrence during such period of any event described in Section 9.


 


In addition to the above definitions, unless
the context requires otherwise:


 


(i)          any
reference to any statute, regulation, rule or form as of any time shall mean such statute, regulation, rule or form as amended
or modified and shall also include any successor statute, regulation, rule or form from time to time (and in the case of statutes,
include any rules and regulations promulgated under the statute);


 




    	 	11	 



     


    

 


(i)          references
to “$” or “dollars” means the lawful coin or currency of the United States of America; and


 


(ii)         references
to “Section” are references to Sections of this Certificate of Designations.


 


Section
4.          Dividends.


 


(a)           Quarterly
Dividends.


 


(i)          Subject
to applicable law, the Holders of the Series A Shares shall be entitled to receive, when, as and if declared by the Board of Directors
(or a duly authorized committee of the Board of Directors), out of assets lawfully available for that purpose, cumulative cash
dividends on the Original Liquidation Preference of $1,000.00 at a rate per annum equal to the then-applicable Dividend Rate. Subject
to applicable law, dividends shall be payable quarterly in arrears on the first days of January, April, July and October, respectively,
in each year, commencing on January 1, 2018; provided, however, that (x) if any such day during the Fixed Rate Period
is not a Business Day, then such day shall nevertheless be a Dividend Payment Date but dividends on the Series A Shares, when,
as and if declared, shall be paid on the next succeeding Business Day (without adjustment in the amount of the dividend per Series
A Share), and (y) if any such day during the Floating Rate Period is not a Business Day, then the next succeeding Business Day
shall be the applicable Dividend Payment Date and dividends, when, as and if declared, shall be paid on such next succeeding Business
Day (each such day on which dividends are payable, after giving effect to this proviso if applicable, a “Dividend Payment
Date”). Dividends on the Series A Shares shall begin to accumulate on the Original Issue Date (or, with respect to any
Series A Shares issued in kind pursuant to this Section 4, the date on which such Series A Shares are issued) and shall be deemed
to accumulate from day to day whether or not earned or declared until paid. Dividends payable on the Series A Shares in respect
of each Fixed Rate Period shall be computed by the Calculation Agent on the basis of a 360-day year consisting of twelve 30-day
months, and dividends payable on the Series A Shares in respect of each Floating Rate Period shall be computed by the Calculation
Agent by multiplying the per annum dividend rate in effect for that Floating Rate Period by a fraction, the numerator of which
will be the actual number of days in that Floating Rate Period and the denominator of which will be 360, and multiplying the rate
obtained by $1,000 to determine the dividend per Series A Share. The Calculation Agent’s determination of any Dividend Rate,
and its calculation of the amount of dividends for any Dividend Period, will be maintained on file at the Company’s principal
offices and will be available to any Holder upon request and will be final and binding in the absence of manifest error. The Company
may terminate the appointment of the Calculation Agent and may appoint a successor agent at any time and from time to time, provided
that the Company shall use its best efforts to ensure that there is, at all relevant times when the Series A Shares are issued
and outstanding, a person or entity appointed and serving as such agent.


 


(ii)         Dividends
payable on Series A Shares on any Dividend Payment Date shall be paid in cash or, at the option of the Company, in lieu of paying
such cash dividends, the Company may instead effect a share capitalization by issuing new duly authorized and fully paid and nonassessable
Series A Shares (any such Series A Shares, “PIK Shares”) to the extent the Company chooses not to pay a cash
dividend. If the Company elects to effect a share capitalization by issuing PIK Shares in accordance with the foregoing, the number
of PIK Shares to be issued will be calculated by dividing the portion of such dividend not paid in cash by the Original Liquidation
Preference, and such PIK Shares shall be entitled to receive cumulative dividends at the rates specified in the preceding paragraph
from their date of issuance and shall otherwise be treated as Series A Shares for purposes of all other provisions hereof. The
Company may not effect a share capitalization by issuing PIK Shares to the extent (A) there are not sufficient authorized but unissued
Series A Shares to permit such share capitalization, (B) a Remarketing Process has commenced pursuant to Section 11 and not concluded
or terminated, or (C) from and after May 31, 2018, if the aggregate issuance of Ordinary Shares upon conversion of Series A Shares
and Series B Shares following such issuance of PIK Shares would be greater than 19.99% of the Ordinary Shares issued and outstanding
as of the date hereof (calculated using the methodology applied under Section 312.03 of the NYSE Listed Company Manual and assuming
that such Series A Shares were convertible pursuant to Section 7 at the time of the applicable Dividend Payment Date at a Conversion
Price equal to the value of clause (iii) of the definition of Floor Price), until such time as the Company obtains the Shareholder
Approval.


 




    	 	12	 



     


    

 


(iii)        Dividends
that are payable on the Series A Shares or any share capitalization effected on any Dividend Payment Date shall be payable, and
any PIK Shares shall be issuable, to Holders of record of the Series A Shares as they appear on the register of members of the
Company on the applicable record date, which shall be the 15th calendar day of the month immediately preceding such
Dividend Payment Date or such other record date fixed by the Board of Directors (or a duly authorized committee of the Board of
Directors) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend
Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is
a Business Day.


 


(iv)        In
connection with a Successful Remarketing of the Series A Shares, the Dividend Rate may be increased to an Modified Dividend Rate
in accordance with Section 11 below. If the Dividend Rate on the Series A Shares is increased in accordance with Section 11 below,
dividends shall accumulate at the Modified Dividend Rate pursuant to the terms of this Section 4 from (and including) the Remarketing
Settlement Date. Any reference herein to accumulated and unpaid dividends shall include any such dividends at the Modified
Dividend Rate, if applicable.


 


(b)           Cumulative
Dividends. Dividends on the Series A Shares shall be cumulative, and from and after any Dividend Payment Date or other date
on which any dividend or any payment upon redemption, or any Conversion Date on which any payment upon conversion, in each case
has accumulated or been deemed to have accumulated through such date has not been paid in full (the “Arrearage”),
additional dividends shall accumulate in respect of the Arrearage at the then-applicable Dividend Rate. Such additional dividends
in respect of any Arrearage shall be deemed to accumulate daily from such Dividend Payment Date, or other date on which any dividend
or any payment upon redemption or Conversion Date, whether or not earned or declared, until the Arrearage is paid and shall constitute
additional Arrearage from and after the immediately following Dividend Payment Date to the extent not paid on such Dividend Payment
Date. References in any Article herein to dividends that have “accumulated” or that have been deemed to have accumulated
with respect to the Series A Shares shall include the amount, if any, of any Arrearage together with any dividends accumulated
or deemed to have accumulated on such Arrearage pursuant to the immediately preceding two sentences.


 


(c)          Priority
of Dividends.


 


(i)          For
so long as any Series A Shares remain issued and outstanding, the Company will not, and will cause its Subsidiaries not to, declare,
pay or set apart funds for any dividends or other distributions with respect to any Junior Shares or redeem, repurchase or otherwise
acquire, or make a liquidation payment relating to, any Junior Shares, or make any guarantee payment with respect thereto, in any
case during or in respect of any Dividend Period (collectively, “Junior Payments”), unless: (1)(A) full
dividends (including any Arrearage and dividends accumulated in respect thereof) have been or contemporaneously are declared and
paid in cash or in kind on the Series A Shares for all Dividend Periods prior to the date of such Junior Payment and the Dividend
Period in which such Junior Payment falls, and (B) no PIK Shares are then issued and outstanding; (2) Fidelity & Guaranty Life
Insurance Company, or any successor “primary” insurance Subsidiary of the Company, maintains an A.M. Best Company financial
strength rating of A- or higher; (3) the Company is in compliance with the covenants set forth in Section 12(c); (4) any such Junior
Payments, when aggregated with all other Junior Payments, other than on the Series A Shares and the Series B Shares, in any given
fiscal year of the Company, does not represent an amount greater than 20% of the Normalized AOI of the Company for the preceding
fiscal year; and (5) if any Change of Control has occurred, the requirements of Section 12(c)(iv) were satisfied with respect to
such Change of Control; provided, however, that the foregoing restriction will not apply to:


 




    	 	13	 



     


    

 


 


A.           purchases,
redemptions or other acquisitions of Junior Shares (and the payment of cash in lieu of fractional shares in connection therewith)
required by any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or
directors of the Company or any Subsidiary;


 


B.           the
purchase of fractional interests in Junior Shares pursuant to the conversion or exchange provisions of such Junior Shares;


 


C.           declaration
of a non-cash dividend on the Capital Stock of the Company in connection with the implementation of a shareholders rights plan
on customary terms designed to protect the Company against unsolicited offers to acquire its Capital Stock, or the issuance of
Capital Stock of the Company under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto;


 


D.           dividends
or distributions payable solely in Junior Shares, or warrants, options or rights to acquire Junior Shares; or


 


E.           conversions
of any Junior Shares into, or exchanges of any Junior Shares for, a class or series of other Junior Shares.


 


Notwithstanding anything contained herein
to the contrary, if any Junior Payment was permitted under this Section 4(c)(i) at the time it was declared or when it first became
a contractual obligation, it shall be deemed permitted hereunder at the time it is actually paid; provided that such Junior
Payment occurs within 60 days of such declaration or entry into such contractual obligation.


 


(ii)         For
so long as any Series A Shares remain issued and outstanding, if full dividends (including any Arrearage and dividends accumulated
in respect thereof) are not paid in full for any Dividend Period on the Series A Shares and any Parity Dividend Shares, all dividends
paid or declared for payment on a dividend payment date with respect to the Series A Shares and the Parity Dividend Shares shall
be shared (A) first ratably by the holders of any Parity Dividend Shares who have the right to receive dividends with respect to
past dividend periods for which such dividends were not declared and paid, in proportion to the respective amounts of the undeclared
and unpaid dividends relating to past dividend periods, and thereafter (B) ratably by the holders of Series A Shares and any Parity
Dividend Shares, in proportion to the respective amounts of the undeclared and unpaid dividends relating to the current dividend
period. Any proportional dividend on Parity Dividend Shares that have cumulative dividend rights will take into account the amount
of any accumulated but unpaid dividends and arrearage with respect to such shares. To the extent a dividend period with respect
to any Parity Dividend Shares coincides with more than one Dividend Period with respect to the Series A Shares, for purposes of
the immediately preceding sentence the Board of Directors shall treat such dividend period as two or more consecutive dividend
periods, none of which coincides with more than one Dividend Period with respect to the Series A Shares, or shall treat such dividend
period(s) with respect to any Parity Dividend Shares and Dividend Period(s) with respect to the Series A Shares for purposes of
the immediately preceding sentence in any other manner that it deems to be fair and equitable in order to achieve ratable payments
of dividends on such Parity Dividend Shares and the Series A Shares. To the extent a Dividend Period with respect to the Series
A Shares coincides with more than one dividend period with respect to any Parity Dividend Shares, for purposes of the first sentence
of this paragraph the Board of Directors shall treat such Dividend Period as two or more consecutive Dividend Periods, none of
which coincides with more than one dividend period with respect to such Parity Dividend Shares, or shall treat such Dividend Period(s)
with respect to the Series A Shares and dividend period(s) with respect to any Parity Dividend Shares for purposes of the first
sentence of this paragraph in any other manner that it deems to be fair and equitable in order to achieve ratable payments of dividends
on the Series A Shares and such Parity Dividend Shares. The term “dividend period” as used in this paragraph
means such dividend periods as are provided for in the terms of any Parity Dividend Shares and, in the case of Series A Shares,
Dividend Periods applicable to shares of Series A Shares; and the term “dividend payment dates” as used in this
paragraph means such dividend payment dates as are provided for in the terms of any Parity Dividend Shares and, in the case of
Series A Shares, Dividend Payment Dates applicable to Series A Shares.


 




    	 	14	 



     


    

 


(iii)        Subject
to this Section 4, such dividends (payable in cash, in kind, securities or other property) as may be determined by the Board of
Directors (or a duly authorized committee of the Board of Directors) may be declared and paid on any securities, including Junior
Shares and any Parity Dividend Shares, from time to time out of any funds legally available for such payment, and the Holders of
Series A Shares shall not be entitled to participate in any such dividends.


 


(iv)        Notwithstanding
any other section of this Section 4, the Company will not, and will cause its Subsidiaries not to, make any Junior Payment if such
payment would cause the aggregate issuance of Ordinary Shares upon conversion of Series A Shares and Series B Shares to be greater
than 19.99% of the Ordinary Shares issued and outstanding as of the date hereof (calculated using the methodology applied under
Section 312.03 of the NYSE Listed Company Manual and assuming that such Series A Shares were convertible pursuant to Section 7
at the time of the applicable Dividend Payment Date at a Conversion Price equal to the value of clause (iii) of the definition
of Floor Price), until such time as the Company obtains the Shareholder Approval.


 


Section 5.             Liquidation
Rights.


 


(a)          Liquidation.
Subject to applicable law, in the event of any voluntary or involuntary liquidation of the Company, Holders shall be entitled,
out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or
set aside for the holders of any Junior Liquidation Shares and subject to the rights of the holders of any Parity Liquidation Shares
and the rights of the Company’s creditors, to receive in full in respect of each Series A Share a liquidating distribution
in the amount of the Original Liquidation Preference plus all accumulated and unpaid dividends in respect of such share, whether
or not declared (including Arrearage and dividends accumulated in respect thereof) to, but excluding, the date fixed for liquidation
or, if applicable, the date of a Remarketing or repurchase pursuant to Section 11 or redemption pursuant to Section 6 (the “Liquidation
Preference”). Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary
winding up of the affairs, liquidation or dissolution of the Company other than what is expressly provided for in this Section
5.


 


(b)          Partial
Payment. If, following the commencement of any voluntary or involuntary liquidation of the Company, the assets of the Company
are not sufficient to pay the liquidating distributions payable with respect to the Series A Shares and the Parity Liquidation
Shares, the amounts paid to the Holders and to the holders of all Parity Liquidity Shares shall be paid pro rata in accordance
with the respective aggregate liquidating distributions to which they would otherwise be entitled.


 




    	 	15	 



     


    

 


(c)          Residual
Distributions. If the respective aggregate liquidating distributions to which all Holders and all holders of any Parity Liquidation
Shares are entitled have been paid, the holders of Junior Liquidation Shares shall be entitled to receive all remaining assets
of the Company according to their respective rights and preferences.


 


(d)          Merger,
Amalgamation, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, lease or other disposition
(for cash, shares, securities or other consideration) of all or substantially all of the assets of the Company shall not be deemed
to be a voluntary or involuntary liquidation of the Company, nor shall the consolidation, merger, amalgamation, binding share exchange
or reclassification or any similar transaction involving the Company (whether or not the Company is the surviving or resulting
entity) be deemed to be a voluntary or involuntary liquidation of the Company.


 


Section 6.             Redemption.


 


(a)          Optional
Redemption. The Series A Shares are perpetual and have no maturity date. The Series A Shares may not be redeemed prior to the
first Dividend Payment Date falling on or after November 30, 2022 (the “NC Date”); provided
that nothing herein shall be construed to limit the repurchase or acquisition by the Company or any Affiliate of the Company of
Series A Shares through privately negotiated transactions, tender offers or otherwise (including redemption under Section 6(b)).
The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds lawfully
available therefor, in whole or in part, the Series A Shares at the time issued and outstanding, at any time on or after the NC
Date, upon notice given as provided in Section 6(d) below, and at a redemption price in cash equal to the Liquidation Preference
(calculated as if the date of redemption was the date fixed for winding up) on the Series A Shares being redeemed (the “Redemption
Price”). In connection with a Successful Remarketing of the Series A Shares, the NC Date may be changed by the Board
of Directors to a later date as set forth in Section 11.


 


(b)          Redemption
of PIK Shares. The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out
of funds lawfully available therefor, in whole or in part, the PIK Shares at the time issued and outstanding, at any time, upon
notice given as provided in Section 6(d) below, for cash at the Redemption Price.


 


(c)          Notice
of Company Redemption. Notice of every redemption of Series A Shares (including any PIK Shares) pursuant to Section 6(a)or
Section 6(b) shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their
respective last addresses appearing on the register of members of the Company. In respect of any mailing pursuant to Section 6(a)
or Section 6(b), such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice
mailed as provided in this Section 6(c) shall be conclusively presumed to have been duly given, whether or not any Holder receives
such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder
of the Series A Shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other
Series A Shares. Each notice shall state:


 


(i)          the
expected redemption date;


 


(ii)         the
number of Series A Shares to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares
to be redeemed;


 


(iii)        the
applicable Redemption Price;


 




    	 	16	 



     


    

 


(iv)        the
place or places where the certificates for such shares are to be surrendered for payment of the Redemption Price; and


 


(v)         that
dividends on the shares to be redeemed will cease to accumulate on the redemption date.


 


Notwithstanding the foregoing, if the Series
A Shares are held by a Depositary, the Company may give such notice in any manner permitted by the Depositary.


 


(d)          Partial
Redemption. In case of any redemption of only part of the Series A Shares at the time issued and outstanding, the number of
Series A Shares to be redeemed from each Holder shall be pro rata in proportion to the number of issued and outstanding
Series A Shares held by such Holders. Subject to the provisions of this Section 6 and the Articles of Association, the Board of
Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon
which the Series A Shares shall be redeemed from time to time.


 


(e)          Effectiveness
of Redemption. If notice of redemption has been duly given pursuant to Section 6(c) and if on or before the redemption date
specified in the notice all funds necessary for payment of the applicable Redemption Price have been set aside by the Company,
separate and apart from its other assets, for the benefit of the Holders of the shares called for redemption, so as to be and continue
to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly
authorized committee thereof in trust for the pro rata benefit of the Holders of the shares called for redemption (the “Trust”),
then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on
and after the date of such deposit the voting rights and covenants set forth in Section 12 shall cease to be of further effect
and any PIK Shares in respect of which such deposit has been made shall be deemed to be not outstanding for purposes of Section
4(c)(i)(1)(B). On and after the redemption date all shares so called for redemption shall cease to be issued and outstanding, all
dividends with respect to such shares shall cease to accumulate on such redemption date and all other rights with respect to such
shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the
amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest.
The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders
of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of
three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event
of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors
of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid
to the Company, but shall in no event be entitled to any interest.


 


Section 7.             Right
of the Original Holders to Convert.


 


From and after November 30, 2027,
but subject to the last sentence of this Section 7, each Original Holder shall have the right, at such Original Holder’s
option (including after a notice of redemption has been given pursuant to Section 6(a) or Section 6(b) but prior to the date of
actual redemption), to convert all or any portion of such Original Holder’s Series A Shares at any time into a number of
Ordinary Shares equal to the then-applicable Conversion Rate multiplied by the number of Series A Shares to be converted (subject
to the conversion procedures of Section 8), plus cash in lieu of fractional shares. Notwithstanding the foregoing, an Original
Holder shall not be permitted to exercise its right of conversion with respect to any Series A Shares unless it has first sought
the Remarketing of such Series A Shares pursuant to Section 11, and such Series A Shares are not disposed of in accordance with
the terms thereof (including as a result of an Unsuccessful Remarketing). The right of conversion set forth in this Section 7 shall
only be exercisable by the Original Holders, and no subsequent Holders shall be entitled thereto.


 




    	 	17	 



     


    

 


Section 8.             Conversion
Procedures.


 


(a)          Conversion
Date. Effective immediately prior to the close of business on any applicable Conversion Date, dividends shall no longer be
declared or payable on any such converted Series A Shares and such Series A Shares shall cease to be issued and outstanding, in
each case, subject to the right of the Original Holders to receive any payments to which they are entitled to as of such time pursuant
to the terms hereof.


 


(b)          Rights
Prior to Conversion. No allowance or adjustment, except pursuant to Section 9, shall be made in respect of dividends payable
to holders of the Ordinary Shares of record as of any date prior to the close of business on any applicable Conversion Date. Prior
to the close of business on any applicable Conversion Date, Ordinary Shares issuable upon conversion of, or other securities issuable
upon conversion of, any Series A Shares shall not be deemed issued and outstanding for any purpose, and Holders shall have no rights
with respect to the Ordinary Shares or other securities issuable upon conversion (including voting rights, rights to respond to
tender offers for the Ordinary Shares or other securities issuable upon conversion and rights to receive any dividends or other
distributions on the Ordinary Shares or other securities issuable upon conversion) by virtue of holding Series A Shares; provided
that nothing in this Section 8(b) shall be deemed to restrict or limit the rights of Holders under the terms of the Series A Shares
themselves, including the voting rights set forth in Section 12 and the rights to dividends and liquidating distributions set forth
in Section 4 and Section 5, respectively.


 


(c)          Record
Holder of the Ordinary Shares. Each conversion will be deemed to have been effective as to any Series A Shares surrendered
for conversion on the Conversion Date; provided, however, that the Person or Persons entitled to receive the Ordinary
Shares and/or cash, securities or other property issuable upon conversion of the Series A Shares shall be treated for all purposes
as the record holder(s) of such Ordinary Shares and/or securities as of the close of business on the last Trading Day of the period
used to determine the relevant Conversion Price for such conversion. In the event that an Original Holder shall not by written
notice designate the name in which Ordinary Shares and/or cash, securities or other property (including payments of cash in lieu
of fractional shares) to be issued or paid upon conversion of Series A Shares should be registered or paid or the manner in which
such shares should be delivered, the Company shall be entitled to register and deliver such shares, and make such payment, in the
name of the Original Holder and in the manner shown on the records of the Company or, in the case of Global Preferred Shares, through
the facilities of the Depositary. The Ordinary Shares and/or cash, securities or other property issuable upon conversion of the
Series A Shares shall be delivered by the Company no later than the third Business Day following the last Trading Day of the period
used to determine the relevant Conversion Price for such conversion.


 


(d)          Conversion
Procedure. An Original Holder may commence a conversion pursuant to this Section 8 by delivering a complete and manually signed
conversion notice, in the form provided by the Conversion Agent, or a facsimile of the conversion notice, to the Conversion Agent,
provided that such notice may, pursuant to a written notice thereunder be made contingent upon (but only upon) the successful completion
of any registered public offering of the Ordinary Shares to be issued on such conversion that is being conducted pursuant to the
registration rights attaching to such Ordinary Shares at such time and such notice shall in all other respects be irrevocable (the
date on which such notice is received, the “Conversion Notice Date”; provided that, if such date is not
a Business Day or such compliance does not occur prior to the close of business on such date, the Conversion Notice Date shall
be the next Business Day).


 




    	 	18	 



     


    

 


On or before the 31st Trading
Day following the Conversion Notice Date (the “Conversion Date”), the Original Holder must:


 


(i)          surrender
the Series A Shares to the Conversion Agent (if the Series A Shares are certificated);


 


(ii)         pay
any funds equal to the dividends payable on the next Dividend Payment Date that such Holder is required to pay under this Section
8(d);


 


(iii)        if
required, furnish customary endorsements and transfer documents; and


 


(iv)        if
required, pay any share transfer, documentary, stamp or similar taxes not payable by the Company pursuant to Section 22.


 


If an Original Holder’s interest is
a beneficial interest in a global certificate representing Series A Shares, in order to convert an Original Holder must comply
with clauses (ii), (iii) and (iv) listed above and comply with the Depositary’s procedures for converting a beneficial interest
in a global security.


 


Provided that the Original Holder has complied
with the foregoing, on the Conversion Date, the Conversion Agent shall, on such Original Holder’s behalf, convert the Series
A Shares into Ordinary Shares, (x) in accordance with the terms of the notice delivered by such Original Holder to the Conversion
Agent or (y) otherwise pursuant to any applicable Depositary procedures, if applicable.


 


If an Original Holder converts its Series
A Shares after the close of business on a Dividend Record Date, but prior to the open of business on the Dividend Payment Date
corresponding to such Dividend Record Date, then (x) the Original Holder of such Series A Shares at the close of business on such
Dividend Record Date shall be entitled, notwithstanding such conversion, to receive, on such Dividend Payment Date, the unpaid
dividends that have accrued on such Series A Shares to, but excluding, such Dividend Payment Date; and (y) the Original Holder
of such Series A Shares must, upon surrender of such Series A Shares for conversion, accompany such Series A Shares with an amount
of cash equal to the dividends that will be payable on such Series A Shares on such Dividend Payment Date.


 


(e)          Conversion
Effect. The conversion may be effected in any manner permitted by applicable law and the Articles of Association, including
redeeming or repurchasing the relevant Series A Shares and applying the proceeds thereof towards payment for the new Ordinary Shares.
For purposes of the repurchase or redemption, the Board of Directors may, subject to the Company being able to pay its debts in
the ordinary course of business, make payments out of amounts standing to the credit of the Company’s share premium account
or out of its capital. Until such time as the Company obtains the approval of its shareholders of the conversion of the Series
A Shares into Ordinary Shares for purposes of Section 312.03 of the NYSE Listed Company Manual (the “Shareholder Approval”),
notwithstanding anything to the contrary in this Section 8, the aggregate issuance of Ordinary Shares upon conversion of Series
A Shares and Series B Shares shall be capped at 19.99% of the Ordinary Shares issued and outstanding as of the date hereof and
the Original Holder shall not be entitled to any cash or other consideration for Ordinary Shares not received due to this limitation.


 




    	 	19	 



     


    

 


Section 9.            Anti-Dilution
Adjustments.


 


(a)          Adjustments.
The Floor Price will be subject to adjustment, without duplication, under the following circumstances:


 


(i)          the
issuance to all holders of Ordinary Shares of Ordinary Shares as a dividend, bonus shares or distribution to all holders of Ordinary
Shares, or a subdivision or combination of Ordinary Shares, in which event the Floor Price will be adjusted based on the following
formula:


 


FP1 = FP0
/ (OS1 / OS0) 


 


where,


 


	 	FP0   =   	the Floor Price in effect at the close of business on the Record Date
	 	 	 
	 	FP1   =   	the Floor Price in effect immediately after the Record Date
	 	 	 
	 	OS0   =   	the number of Ordinary Shares issued and outstanding at the close of business on the Record Date prior to giving effect to such event
	 	 	 
	 	OS1   =   	the number of Ordinary Shares that would be issued and outstanding immediately after, and solely as a result of, such event


 


(ii)         the
issuance to all holders of Ordinary Shares of rights or warrants (including convertible securities) entitling them for a period
expiring 60 days or less from the date of issuance of such rights or warrants to purchase Ordinary Shares at an exercise price
per share less than (or having a conversion price per share less than) the Current Market Price as of the date such issuance is
publicly announced, in which event the Floor Price will be adjusted based on the following formula:


 


FP1 = FP0
/ [(OS0 + X) / (OS0 + Y)] 


 


where,


 


	 	FP0   =   	the Floor Price in effect at the close of business on the Record Date
	 	 	 
	 	FP1   =   	the Floor Price in effect immediately after the Record Date
	 	 	 
	 	OS0   =   	the number of Ordinary Shares issued and outstanding at the close of business on the Record Date prior to giving effect to such event
	 	 	 
	 	X   =   	the total number of shares of Ordinary Shares issuable pursuant to such rights (or upon conversion of such securities)
	 	 	 
	 	Y   =   	the aggregate price payable to exercise such rights (or the aggregate conversion price for such securities paid upon conversion) divided by the average of the VWAP of the Ordinary Shares over each of the 10 consecutive Trading Days prior to the Business Day immediately preceding the announcement of the issuance of such rights


 




    	 	20	 



     


    

 


However, the Floor Price will be
readjusted to the extent that any such rights or warrants are not exercised prior to their expiration; provided that such
readjustment shall not have any effect on Series A Shares that had been converted prior to such readjustment or on the Ordinary
Shares issued pursuant thereto, and such readjustment shall apply only to such Series A Shares that remain issued and outstanding
at the time of such readjustment.


 


(iii)        the
dividend or other distribution to all holders of Ordinary Shares of shares in the capital of the Company (other than Preferred
Shares), rights or warrants (including convertible securities) to acquire shares of the Company or evidences of its indebtedness
or its assets (excluding any dividend, distribution or issuance covered by clause (i) or (ii) above or (iv) below), in which event
the Floor Price will be adjusted based on the following formula:


 


FP1 = FP0
/ [SP0 / (SP0 – FMV)]


 


where,


 


	 	FP0   =   	the Floor Price in effect at the close of business on the Record Date
	 	 	 
	 	FP1   =   	the Floor Price in effect immediately after the Record Date
	 	 	 
	 	SP0   =   	the Current Market Price as of the Record Date
	 	 	 
	 	FMV   =   	the fair market value (as reasonably determined by the Board of Directors) on the Record Date of the shares of the Company, rights or warrants, or evidences of indebtedness or assets so distributed, expressed as an amount per Ordinary Share


 


However, if the transaction that
gives rise to an adjustment pursuant to this clause (iii) is one pursuant to which the payment of a dividend, bonus shares or other
distribution on shares in the capital of the Company (other than Preferred Shares) consists of shares of, or similar equity interests
in, a Subsidiary or other business unit of the Company (e.g., a spin-off), that are, or, when issued, will be, traded on a securities
exchange or quoted on a quotations facility in the U.S. or elsewhere, then the Floor Price will instead be adjusted based on the
following formula:


 




    	 	21	 



     


    

 


FP1 = FP0
/ [(FMV0 + MP0 ) / MP0]


 


where,


 


	 	FP0   =   	the Floor Price in effect at the close of business on the Record Date
	 	 	 
	 	FP1   =   	the Floor Price in effect immediately after the Record Date
	 	 	 
	 	FMV0   =   	the average of the VWAP of the shares, similar equity interests or other securities distributed to holders of Ordinary Shares applicable to one Ordinary Share over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such shares, similar equity interests or other securities on the principal exchange or other market on which they are then listed, quoted or traded
	 	 	 
	 	MP0   =   	the average of the VWAP of the Ordinary Shares over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution on the principal exchange or other market on which Ordinary Shares is then listed or quoted; and 


 


(iv)        the
Company or one or more of its Subsidiaries make purchases of Ordinary Shares pursuant to a tender or exchange offer by the Company
or a Subsidiary of the Company for Ordinary Shares to the extent (as reasonably determined by the Board of Directors) that the
cash and value of any other consideration included in the payment per Ordinary Share validly tendered or exchanged exceeds the
VWAP per Ordinary Share on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to
such tender or exchange offer (the “Expiration Date”), in which event the Floor Price will be adjusted based
on the following formula:


 


FP1 = FP0
/ [[FMV + (SP1 x OS1 )] / (SP1 x OS0 )]


 


where,


 


	 	FP0   =   	the Floor Price in effect at the close of business on the Expiration Date
	 	 	 
	 	FP1   =   	the Floor Price in effect immediately after the Expiration Date
	 	 	 
	 	FMV   =   	the fair market value (as reasonably determined by the Board of Directors), on the Expiration Date, of the aggregate value of all cash and any other consideration paid or payable for Ordinary Shares validly tendered or exchanged and not withdrawn as of the Expiration Date (the “Purchased Shares”)


 




    	 	22	 



     


    

 


	 	OS1   =   	the number of Ordinary Shares issued and outstanding as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Time”) (treating all Purchased Shares as issued and outstanding at the Expiration Time), less any Purchased Shares
	 	 	 
	 	OS0   =   	the number of shares of Ordinary Shares issued and outstanding at the Expiration Time, including any Purchased Shares
	 	 	 
	 	SP1   =   	the average of the VWAP of the Ordinary Shares over each of the 10 consecutive Trading Days commencing on the Trading Day immediately after the Expiration Date.


 


(b)          Calculation
of Adjustments. Each adjustment to the Floor Price shall be calculated by the Company as soon as reasonably practicable after
the event requiring such adjustment has been consummated (and all factors necessary to calculate such adjustment are known), in
each case to the nearest 1/10,000th of one Ordinary Share (or if there is not a nearest 1/10,000th of a share, to the next lower
1/10,000th of a share). Notwithstanding anything herein to the contrary, except in the case of a combination or reverse stock split
of Ordinary Shares pursuant to Section 9(a)(i), in no case will any adjustment be made if it would result in an increase to the
then effective Floor Price. No adjustment to the Floor Price will be required unless such adjustment would require an increase
or decrease of at least 1%; provided, however, that any such minor adjustments that are not required to be made,
and are not made, will be carried forward and taken into account in any subsequent adjustment; and provided, further,
that any such adjustment of less than one percent that has not been made will be made upon (x) the date of any notice of redemption
of the Series A Shares in accordance with the provisions hereof and (y) any Conversion Date.


 


(c)          When
No Adjustment Required.


 


(i)          Except
as otherwise provided in this Section 9, the Floor Price will not be adjusted for the issuance of Ordinary Shares or any securities
convertible into or exchangeable for Ordinary Shares or carrying the right to purchase any of the foregoing or for the repurchase
of Ordinary Shares.


 


(ii)         No
adjustment to the Floor Price need be made:


 





	 	A.	
        upon the issuance of any Ordinary
Shares pursuant to any present or future customary plan providing for the reinvestment of dividends or interest payable on securities
of the Company and the investment, at market prices, of additional optional amounts in Ordinary Shares; or 

	 	 	 
	 	B.	upon the issuance of any Ordinary Shares or options or rights to purchase Ordinary Shares pursuant to any present or future employee or director benefit plan or program of or assumed by the Company or any of its Subsidiaries or other Affiliates; or
	 	 	 
	 	C.	upon the issuance of any Ordinary Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security issued and outstanding as of the date hereof; or




 







    	 	23	 



     


    

  





	 	D.	upon the repurchase of any Ordinary Shares pursuant to an open-market share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described under Section 9(a)(iv); or
	 	 	 
	 	E.	for accrued and unpaid interest, if any.




 


(iii)        No
adjustment to the Floor Price will be made to the extent that such adjustment would result in the Conversion Price being less than
the par value of the Ordinary Shares.


 


(iv)        Notwithstanding
any other provision herein to the contrary, no adjustment shall be made (1) in respect of an event otherwise requiring an adjustment
under this Section 10, except to the extent such event is actually consummated or (2) if the holder of the Series A Shares shall
be entitled to receive the distribution described under Section 9(a)(i)-(iii) or participate in the event described in Section
9(a)(i)-(iv), whether on an as-converted basis (based on a Conversion Price equal to the higher of (A) a 5.0% discount to the VWAP
per Ordinary Share on the Trading Day preceding the ex-date of such distribution and (B) the Floor Price) or due to becoming the
record holder of the Ordinary Shares upon the conversion of the Series A Shares.


 


(d)          Record
Date. For purposes of this Section 9, “Record Date” means, with respect to any dividend, distribution or
other transaction or event in which the holders of the Ordinary Shares have the right to receive any cash, securities or other
property or in which the Ordinary Shares (or other applicable security) is exchanged for or converted into any combination of cash,
securities or other property, the date fixed for determination of holders of the Ordinary Shares entitled to receive such cash,
securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).


 


(e)          Successive
Adjustments. After an adjustment to the Floor Price under this Section 9, any subsequent event requiring an adjustment under
this Section 9 shall cause an adjustment to such Floor Price as so adjusted.


 


(f)          Multiple
Adjustments. For the avoidance of doubt, if an event occurs that would trigger an adjustment to the Floor Price pursuant to
this Section 9 under more than one subsection hereof, such event, to the extent taken into account in any adjustment, shall not
result in any other adjustment hereunder.


 


(g)          Notice
of Adjustments. Whenever a Floor Price is adjusted as provided under this Section 9, the Company shall within 10 Business Days
following the occurrence of an event that requires such adjustment (or if the Company is not aware of such occurrence, within 10
Business Days after becoming so aware):


 


(i)          compute
the adjusted applicable Floor Price in accordance with this Section 9 and prepare and transmit to the Conversion Agent an Officers’
Certificate setting forth such adjusted applicable Floor Price, the method of calculation thereof in reasonable detail and the
facts requiring such adjustment and upon which such adjustment is based; and


 


(ii)         provide
a written notice to the Original Holders of the occurrence of such event and a statement in reasonable detail setting forth the
method by which the adjustment to the applicable Floor Price was determined and setting forth the adjusted applicable Floor Price.


 




    	 	24	 



     


    

 


(h)          Conversion
Agent. The Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any
facts exist that may require any adjustment of the applicable Floor Price or with respect to the nature, extent or calculation
of any such adjustment when made, or with respect to the method employed in making the same. The Conversion Agent shall be fully
authorized and protected in relying on any Officers’ Certificate delivered pursuant to this Section 9(h) and any adjustment
contained therein and the Conversion Agent shall not be deemed to have knowledge of any adjustment unless and until it has received
such certificate. The Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of
any Ordinary Shares, or of any other securities or property, that may at the time be issued or delivered with respect to any Series
A Shares; and the Conversion Agent makes no representation with respect thereto. The Conversion Agent shall not be responsible
for any failure of the Company to issue, transfer or deliver any Ordinary Shares pursuant to the conversion of Series A Shares
or to comply with any of the duties, responsibilities or covenants of the Company contained in this Section 9.


 


(i)          Fractional
Shares. No fractions of Ordinary Shares will be issued to holders of the Series A Shares upon conversion. In lieu of fractional
shares otherwise issuable, holders will be entitled to receive an amount in cash equal to the fraction of an Ordinary Share, calculated
on an aggregate basis in respect of the Series A Shares being converted, multiplied by the Closing Price of the Ordinary
Shares on the Trading Day immediately preceding the applicable Conversion Date.


 


Section 10.          Adjustment
for Reorganization Events.


 


(a)          Reorganization
Events. In the event of:


 


(i)          any
consolidation, merger, amalgamation, binding share exchange or reclassification involving the Company in which all or substantially
all issued and outstanding Ordinary Shares are converted into or exchanged for cash, securities or other property of the Company
or another Person; or


 


(ii)         the
completion of any sale or other disposition in one transaction or a series of transactions of all or substantially all the assets
of the Company to another Person;


 


each of which is referred to as a “Reorganization
Event”, each Series A Share issued and outstanding immediately prior to such Reorganization Event will, without the consent
of the Holders of the Series A Shares, become convertible into the kind and amount of securities, cash and other property, if any
(the “Exchange Property”), receivable in such Reorganization Event (without any interest thereon, and without
any right to dividends or distributions thereon that have a record date that is prior to the applicable Conversion Date) per Ordinary
Share by a holder of Ordinary Shares that is not a Person with which the Company effected such consolidation, merger, binding share
exchange or reclassification, or to which such sale or other disposition was made, as the case may be (each of the Company and
any such other Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization
Event provides for different treatment of Ordinary Shares held by Affiliates and non-Affiliates of the Company; provided
that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for
each Ordinary Share held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate
thereof (due to elections or otherwise), then for the purpose of this Section 10(a), the kind and amount of securities, cash and
other property receivable upon such Reorganization Event will be deemed to be the weighted average of the types and amounts of
consideration received by the holders of Ordinary Shares (other than Constituent Persons and Affiliates thereof) that affirmatively
make an election (or of all such holders if none make an election). On each Conversion Date following a Reorganization Event, the
Conversion Rate then in effect will be applied to the Exchange Property received per Ordinary Share, as determined in accordance
with this Section 10.


 




    	 	25	 



     


    

 


(b)          Successive
Reorganization Events. The above provisions of this Section 10 shall similarly apply to successive Reorganization Events and
the provisions of Section 9 shall apply to any securities of the Company (or any successor) received by the holders of the Ordinary
Shares in any such Reorganization Event.


 


(c)          Reorganization
Event Notice. The Company (or any successor) shall, within 20 days after the occurrence of any Reorganization Event, provide
written notice to the Original Holders of such occurrence of such event and of the kinds and amounts of the cash, securities or
other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section
10.


 


Section 11.          Remarketing.


 


(a)          At
any time following November 30, 2022, unless a Competing Remarketing is occurring and has not terminated, the Original
Holders may elect, at their option, to cause the Company to engage the Remarketing Agent(s) on either a “best efforts”
or firm commitment basis at the option of the Company and enter into the Remarketing Agreement to remarket the Series A Shares
in accordance with this Section 11 (a “Remarketing”). Each electing Original Holder (collectively, the “Participating
Holders”) may have all, but not less than all, of their Series A Shares remarketed in such Remarketing by delivering
such Series A Shares, along with written notice of their election (a “Remarketing Notice”), to the Company and
the Transfer Agent. The Remarketing Agent(s) shall be selected by the Company, in consultation with the Original Holders, pursuant
to Section 11(l). The Original Holders may, as a group, only cause one Remarketing pursuant to this Section 11; provided,
that following each Unsuccessful Remarketing hereunder, the Original Holders, as a group, shall be permitted to cause another Remarketing;
provided, further, that any remarketing pursuant to Section 11(h) of the Series B Certificate of Designations in
which the Original Holders elect to participate shall not be deemed a Remarketing for the purposes of this Certificate of Designations.
Nothing in this Section 11 shall preclude the Company from exercising its redemption rights under Section 6(a) at any time permitted
thereunder.


 


(b)          Upon
receipt of any Remarketing Notice, the Company shall use its reasonable best efforts to engage the Remarketing Agent(s) and enter
into the Remarketing Agreement as promptly as practicable, but in any event within 30 days after receipt of such Remarketing Notice
(the “Engagement Deadline”). The Company shall notify the Remarketing Agent(s) in writing of the aggregate number
of Series A Shares to be remarketed and shall provide such other information and cooperation to the Remarketing Agent(s) as is
reasonably necessary or desirable to conduct the Remarketing.


 


(c)          The
Company shall cause the Remarketing to be conducted over a period of up to 10 consecutive Business Days (or such longer period
as the Company, the Remarketing Agent and the Participating Holders may mutually agree (each such period, a “Remarketing
Period”)) selected by the Company, the Remarketing Agent and the Participating Holders that falls during the Remarketing
Window. Pursuant to, and subject to the terms of, the Remarketing Agreement, the Company shall cause the Remarketing Agent(s) to
use its reasonable best efforts to remarket such Series A Shares at or above the Original Remarketing Price.


 




    	 	26	 



     


    

 


(d)          If
the Remarketing Agent(s) determine, prior to the commencement of the Remarketing Period, that the Remarketing is unlikely to be
successful at or above the Original Remarketing Price on the existing terms of the Series A Shares, then the Remarketing Agent(s)
shall notify the Company and the Participating Holders thereof. In such event, the Participating Holders, in connection with the
Remarketing, may either (i) terminate the Remarketing by delivery of written notice thereof to the Company (any such terminated
Remarketing shall constitute an Unsuccessful Remarketing for purposes of this Certificate of Designations), or (ii) request, in
writing, that the dividend rate on all Series A Shares (whether or not remarketed) be increased by the Company to a rate that would
allow the Series A Shares to be remarketed at the Original Remarketing Price and, if the Board of Directors so approves, such dividends
will be payable quarterly in arrears, commencing on the January 1, April 1, July 1 or October 1 immediately succeeding the Remarketing
Settlement Date in accordance herewith, when, as and if declared by the Board of Directors. In addition, pursuant to the terms
hereof, (A) the earliest redemption date for the Series A Shares may be changed to be a later date, and (B) such other changes
to the terms of the Series A Shares as may be agreed between the Company and the Participating Holders may be made. These modifications
shall become effective if the Remarketing is successful, without the consent of the Holders and notwithstanding anything to the
contrary in this Certificate of Designations, on the Remarketing Settlement Date. If a Successful Remarketing occurs, the Company
will request the Depositary to notify the Depositary Participants holding Series A Shares of any Modified Dividend Rate, Modified
Redemption Date, dividend payment dates and other modified terms (any such terms, “Modified Terms”) for the
Series A Shares on the Business Day following the date of the Successful Remarketing. Any Modified Terms shall be made with the
intention of preserving any then-existing rating agency equity credit for the Series A Shares. In the event of any Remarketing
on Modified Terms, the Company shall cause the Remarketing Agent(s) to use its reasonable best efforts to remarket such Series
A Shares during the Remarketing Period on the Modified Terms at the highest price reasonably attainable by the Remarketing Agent(s),
but, without the prior consent of the Participating Holders, no less than 90% of the Liquidation Preference for the Series A Shares
to be remarketed (any such price, a “Modified Remarketing Price”).


 


(e)          If
the Remarketing Agent(s) is able to remarket such Series A Shares for a Remarketing Price permitted by this Section 11 in the Remarketing
in accordance with the Remarketing Agreement (a “Successful Remarketing”), the Company and the Participating
Holders shall cause the Transfer Agent to transfer the remarketed Series A Shares to the Remarketing Agent(s) upon confirmation
of the Company’s receipt of proceeds of such Successful Remarketing. Settlement shall occur on the Remarketing Settlement
Date. The Remarketing Agent(s) shall remit the proceeds of the Successful Remarketing to the Participating Holders on the Remarketing
Settlement Date.


 


(f)          If,
in spite of its reasonable best efforts, the Remarketing Agent(s) cannot remarket the Series A Shares as set forth above during
the Remarketing Period at a price not less than the Remarketing Price or the Modified Remarketing Price, as applicable, or a condition
precedent set forth in the Remarketing Agreement is not fulfilled, the Remarketing will be deemed to have been unsuccessful (an
“Unsuccessful Remarketing”). The Company shall notify, in writing, the Participating Holders and the Transfer
Agent of the Unsuccessful Remarketing on the Business Day immediately following the last date of the Remarketing Period. Promptly
(but in any event within five Business Days) after receipt of written notice from the Company of an Unsuccessful Remarketing, the
Transfer Agent will return Series A Shares to the appropriate Holders. The Remarketing to which such any Unsuccessful Remarketing
relates shall terminate for all purposes upon the delivery of the notification set forth in the immediately preceding sentence.


 




    	 	27	 



     


    

 


(g)          If
there is a Successful Remarketing at a Modified Remarketing Price, then the Company shall reimburse (the “Remarketing
Reimbursement”) each Participating Holder (the “Reimbursed Holders”) for an amount equal to the excess,
if any, of the Liquidation Preference for the Series A Shares that such Reimbursed Holder elected to include in the Remarketing
over the aggregate Modified Remarketing Price of such Series A Shares (the “Remarketing Loss”); provided
that the Remarketing Loss with respect to any Series A Share shall not exceed 10% of the Liquidation Preference for such Series
A Share. The Remarketing Reimbursement may be paid by the Company in cash or by issuing duly authorized and fully paid and nonassessable
Ordinary Shares or by a combination thereof, in the Company’s discretion. Any Remarketing Reimbursement to be paid in cash
shall be paid to the Reimbursed Holders on the Remarketing Settlement Date. If any portion of the Remarketing Reimbursement is
paid by the delivery of Ordinary Shares (such dollar amount, the “Remarketing Loss Share Amount”), then (x)
the number of Ordinary Shares deliverable in respect of such portion shall be equal to the result of (i) the portion of the Remarketing
Loss being reimbursed in Ordinary Shares, divided by (ii) a dollar amount equal to the higher of (A) an 8.0% discount to
the average of the VWAP per Ordinary Share on each of the 30 consecutive Trading Days from, but excluding the Remarketing Settlement
Date (the “Remarketing Loss Share Pricing Period”), and (B) $6.00, and (y) such Ordinary Shares shall be
delivered to the Reimbursed Holders on the first Business Day following the end of the Remarketing Loss Share Pricing Period plus
an amount in cash equal to the Remarketing Interest Amount. The Remarketing Reimbursement shall be treated by the Company and the
Original Holders as proceeds from the sale or exchange of Series A Shares for United States federal (and other applicable) tax
purposes.


 


(h)          Within
five Business Days after receipt of any Remarketing Notice, the Company shall notify the Original Series B Holders (but only if
they still hold Series B Shares) of the Remarketing (a “Series B Remarketing Notice”) and provide for a process
by which such Original Series B Holders may elect to participate in the Remarketing, subject to the terms of this Section 11(h).
The Remarketing Notice shall specify the anticipated timing for the Remarketing and the Engagement Deadline. The electing Original
Series B Holders (the “Participating Series B Holders”) may have their Series B Shares remarketed in such Remarketing
by delivering their Series B Shares, along with written notice of their election (a “Series B Participation Notice”),
to the Company and the Transfer Agent (with a copy of such notice to the Original Holders) by the Engagement Deadline. Any such
election shall be irrevocable with respect to such Remarketing. With respect to the remarketing of any Series B Shares included
in any Remarketing pursuant to this Section 11(h) (the “Included Series B Shares”): (i) the Included Series
B Shares shall be treated equivalently to the Series A Shares; (ii) the Participating Holders shall be entitled to control the
Remarketing and make all decisions in respect of the Remarketing pursuant to this Section 11 and the Remarketing Agreement, including
the termination of any Remarketing; (iii) the Company shall cause any Modified Terms to be applied to the Series B Shares; and
(iv) if the Remarketing Agent(s) advise the Company and the Participating Holders that in its opinion the number of Series A Shares
and Included Series B Shares proposed to be included in such Remarketing exceeds the number of Series A Shares and Included Series
B Shares which can be sold in such Remarketing without materially delaying or jeopardizing the success of the Remarketing (including
the amount of the Remarketing Price for the Series A Shares and Included Series B Shares proposed to be sold in such Remarketing),
the Company shall cause the Remarketing Agent(s) to remarket only such number of Series A Shares and Included Series B Shares that
in the opinion of such Remarketing Agent(s) can be sold in such Remarketing without materially delaying or jeopardizing the success
of the Remarketing (including the amount of the Remarketing Price for the Series A Shares and Included Series B Shares proposed
to be sold in such Remarketing), and (v) the Participating Series B Holders shall be liable for the underwriting discounts and
commissions in accordance with Section 14(b). The reduced number of Series A Shares and Included Series B Shares to be included
in any such Remarketing will be calculated in proportion to the aggregate amount of liquidation preference represented by Series
A Shares and Included Series B Shares that were to be included in such Remarketing.


 


(i)          The
Company agrees to use its reasonable best efforts to ensure that, if required by applicable law, a registration statement, including
a prospectus, under the Securities Act with regard to the full amount of the Series A Shares to be remarketed in the Remarketing
in each case shall be effective with the United States Securities and Exchange Commission in a form that may be used by the Remarketing
Agent(s) in connection with such Remarketing (unless such registration statement is not required under the applicable laws and
regulations that are in effect at that time or unless the Company conducts the Remarketing in accordance with an exemption under
the securities laws (including Rule 144A under the Exchange Act)).


 




    	 	28	 



     


    

 


(j)          In
connection with a Remarketing, the Board of Directors shall determine any Modified Terms pursuant to Section 11(d) after consultation
with the Remarketing Agent; provided that any such changes are only those either requested by the Participating Holders
or to which the Participating Holders consent. In the event of a Successful Remarketing, the Dividend Rate may be increased, a
Modified Redemption Date may be established, and/or other Modified Terms may be established, in each case, on the Remarketing Settlement
Date, to the applicable Modified Dividend Rate and/or Modified Redemption Date as determined by the Board of Directors after consultation
with the Remarketing Agent(s), and the Company shall (i) notify each of the Transfer Agent and the Conversion Agent by an Officer’s
certificate delivered to the Transfer Agent and the Conversion Agent and (ii) request the Depositary to notify its Depositary
Participants holding Series A Shares, in each case, of the Modified Terms established for the Series A Shares during the Remarketing
on the Business Day following the date of the Successful Remarketing. The Dividend Rate cannot be decreased, and no modification
that is detrimental to the Holders can be made, in connection with a Remarketing. Any modified terms of the Series A Shares in
connection with a Remarketing shall apply to every Series A Share, whether or not remarketed, and to every Series B Share (without
any further action by the holders of Series B Shares). In the event of an Unsuccessful Remarketing, the Dividend Rate and the other
terms of the Series A Shares will not be modified.


 


(k)          The
Company shall provide the Original Holders (but only if they hold any Series A Shares) with written notice of the termination of
any remarketing pursuant to Section 11 of the Series B Certificate of Designations. Any change or modification to the terms of
the Series B Shares as a result of any Series B Remarketing shall also be applied to the terms of the Series A Shares (without
any further action by the Holders). The Modified Dividend Rate cannot result in an overall rate that is less than the then-applicable
Dividend Rate, and no modification that is detrimental to the Holders can be made, in connection with modifications to the Series
A Shares resulting from a Series B Remarketing. Any participation by an Original Holder in a Remarketing pursuant to Section 11(h)
of the Series B Certificate of Designation shall not constitute a Remarketing pursuant to this Section 11.


 


(l)          The
Company shall, within 10 days of the receipt of a Remarketing Notice, select, in consultation with, and subject to the approval
of, the Original Holders, the Remarketing Agent(s) for any Remarketing; provided that (A) the Original Holders may not unreasonably
withhold, delay or condition their approval and (B) that any Remarketing Agent(s) so selected shall be a financial institution
of nationally recognized standing in the United States. The Company shall cause any Remarketing Agreement to contain terms that
reflect, and are consistent with, the terms of this Section 11. If the Company fails to select a Remarketing Agent within 10 days
of the receipt of a Remarketing Notice, the Original Holders shall select the Remarketing Agent subject to the proviso provided
under clause (B) in this Section 11(l).


 


(m)          The
Company shall provide written notice of any modifications to the terms of the Series A Shares as a result of a Remarketing or a
Series B Remarketing to all Holders within five Business Days after the time any such modifications become effective.


 


Section 12.          Voting
Rights.


 


(a)          General.
The Holders shall not be entitled to vote on, consent to or take any other action with respect to any matter except as set forth
herein or as otherwise required by applicable law.


 




    	 	29	 



     


    

 


(b)          Right
to Appoint Two Directors Upon Nonpayment Events.


 


(i)          If
and whenever dividends on the Series A Shares, or on any other class or series of Parity Dividend Share, have not been declared
or paid in an aggregate amount equal, as to any particular class or series, to at least six quarterly dividend periods, whether
consecutive or not (a “Nonpayment”), the Holders, together with the holders of any and all classes and series
of Parity Dividend Share having “like voting rights” (i.e., being similarly entitled to vote for two additional directors
at such time) (the Holders and any such other holders, collectively, the “Voting Holders”), shall have the right,
voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on
the liquidation preference of each such class or series), to the exclusion of the holders of Ordinary Shares, to Appoint (as defined
below) two additional directors from among such nominees, in the manner provided in this Section 12(b). Each such director Appointed
by the Voting Holders pursuant to this Section 12(b) is herein called a “Preferred Share Director.” At no time
shall the Board of Directors include more than two Preferred Share Directors.


 


(ii)         Nomination.
At any time when the Voting Holders are entitled to Appoint a Preferred Share Director pursuant to this Section 12(b), any one
or more of the Holders entitled to receive at least a majority in aggregate liquidation preference of the Series A Shares then
issued and outstanding and entitled to Appoint under the terms of such shares, and/or any one or more holders of any other class
or series of Parity Dividend Shares having like voting rights then issued and outstanding, shall have the right to recommend individuals
to the Company to be Appointed as Preferred Share Directors. Such recommendations shall be in writing and shall be accompanied
by a Director Acceptance Letter in the form attached hereto as Exhibit A (“Director Acceptance Letter”),
from and signed by each such recommended individual and such background and other information about each such individual as the
Company may reasonably request to ensure compliance with applicable disclosure and other considerations pursuant to applicable
law and customary practice. The Board of Directors (excluding Preferred Share Directors) will nominate the individuals so recommended
for each Preferred Share Director to be elected in accordance with the Articles of Association. The Board of Directors shall submit
each recommended individual who it nominates pursuant to this Section 12(b)(ii) to the Voting Holders for Appointment as a Preferred
Share Director as provided below.


 


(iii)        Appointment;
Vacancy. The Appointment of the Preferred Share Directors by the Voting Holders may take place at any general or special meeting
of shareholders or a separate class meeting of Voting Holders, or by means of a written resolution of the Voting Holders in lieu
of a meeting thereof, in each case, as the Board of Directors may determine in its reasonable discretion. The Preferred Share Directors
to be Appointed shall be so Appointed by a plurality of the votes cast by the Voting Holders at the relevant meeting (or, if the
Appointment is effected by written resolution, by the Voting Holders constitution a quorum which shall also be the required voting
threshold for purposes of a written resolution), in each case whether or not the number of nominees exceeds the number of individuals
to be Appointed. Each of the Preferred Share Directors Appointed hereunder shall, subject to Section 12(b)(v), serve as a director
until the next annual general meeting of the Company, or until the earlier of such time as he or she resigns, retires, dies or
is removed in accordance with this Certificate of Designations and the Articles of Association or the special voting right pursuant
to this Section 12(b) terminates. The Board of Directors shall nominate individuals to succeed such individuals as the Preferred
Share Directors, in each case from among recommendations of the Voting Holders, all as provided in Section 12(b)(ii) provided
that such recommendations may include any such individuals whose service has ended and, in lieu of selecting nominees from any
such recommendations, the Board of Directors may, in its discretion, nominate any or both of such individuals whose service has
ended (if willing to serve) for another term as a Preferred Share Director. Each Preferred Share Director shall agree, in the Director
Acceptance Letter, to resign as such director when his or her term otherwise ends pursuant to any removal or termination of the
special voting right as provided in this Section 12(b). In case any vacancy in the office of a Preferred Share Director occurs
due to resignation, retirement, death or removal, the vacancy may be filled by the written consent of the Preferred Share Director
remaining in office, or if none remains in office, in an election by Voting Holders as provided above for an initial election.
All determinations and other actions to be made or taken by the Board of Directors with regard to Preferred Share Directors pursuant
to this Section 12(b) shall be taken by the Board of Directors excluding the Preferred Share Directors, who shall not be entitled
to vote with respect to such actions (and thus shall not be included for the purpose of applying any quorum and voting requirements
applicable to such actions). The Company will use reasonable best efforts to cause the individuals nominated to be elected as soon
as practicable, which will include for the avoidance of doubt, the initial election of any Preferred Share Director, and the election
of Preferred Share Directors at any subsequent annual meeting following the initial election of any Preferred Share Director. Subject
to the foregoing, each of the Preferred Share Directors shall have one vote as a director.


 




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(iv)        Notice
of Meeting; Quorum. The Company shall as soon as practicable, and in no case more than 30 days after the Board of Directors
has selected the nominees as provided above, submit such nominees to the Voting Holders for Appointment either (i) at a general
or special meeting of the shareholders, (ii) at a separate class meeting of Voting Holders or (iii) by written resolution, as determined
by the Board of Directors in its reasonable discretion. Notice for a meeting of Voting Holders may be given in the same manner
as that provided in the Articles of Association for a general meeting of the Company. If the Company fails to give notice of a
meeting of the shareholders or Voting Holders to Appoint the Preferred Share Directors within 30 days after the Board of Directors
has selected the nominees for such Appointment as provided above, any Voting Holders entitled to recommend individuals for election
as a Preferred Share Director shall be entitled (at the Company’s expense) to call such a general or special meeting of the
shareholders or a separate class meeting of Voting Holders to Appoint such nominees selected by the Board of Directors, and for
that purpose will have access to the register of members of the Company. At any separate class meeting of Voting Holders at which
the Voting Holders have the right to Appoint the Preferred Share Directors, or at any adjournment thereof, the presence of at least
one Person holding or representing by proxy at least 50% in aggregate liquidation preference of the Series A Shares and all other
classes and series of Parity Dividend Share having like voting rights, in each case at the time issued and outstanding, will be
required to constitute a quorum for the election of any Preferred Share Director. Such quorum requirement shall also apply with
respect to any Appointment of Preferred Share Directors to be effected with the consent of Voting Holders given in a written resolution.
At any general or special meeting of the shareholders or a separate class meeting of the Voting Holders, or adjournment thereof,
the absence of such a quorum of Voting Holders will not prevent the election of directors other than the Preferred Share Directors,
and the absence of a quorum for the election of such other directors will not prevent the Appointment of the Preferred Share Directors.
The Company may fix a date as the record date for the purpose of determining the issued and outstanding preferred shares of any
class or series, and the Holders and other holders thereof entitled to elect the Preferred Share Directors.


 


(v)         Appointment
to Board. “Appoint” as used in this Section 12(b) shall mean the appointment of a Preferred Share Director to the
Board of Directors; provided that, to the extent that such action is not permitted by the Articles of Association, “Appoint”
shall mean nomination by the Voting Holders pursuant to this Section 12(b) and the use of reasonable best efforts by the Company
to cause such Preferred Share Director to be appointed by the Board of Directors, or elected by the shareholders, to the Board
of Directors pursuant to the Articles of Association as soon as is practicable.


 




    	 	31	 



     


    

 


(vi)        Termination;
Removal. Whenever the Company has paid cumulative dividends in full on the Series A Shares and any other class or series of
cumulative Parity Dividend Shares, then the right of the Holders to Appoint the Preferred Share Directors will cease (but subject
always to the same provisions for the vesting of the special voting right in the case of any Nonpayment in respect of future Dividend
Periods). The terms of office of the Preferred Share Directors will immediately terminate, and the Board of Directors shall resolve
to reduce the number of directors constituting the Board of Directors by two. In addition, any Preferred Share Director may be
removed at any time for cause by Voting Holders holding a majority in aggregate Liquidation Preference of the aggregate liquidation
preference of the Series A Shares, together with all classes and series of Parity Dividend Share having like voting rights, voting
separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation
preference of each such class or series), to the exclusion of the holders of Ordinary Shares, at a general or special meeting of
the Company or a separate class meeting of Voting Holders called by the Company as provided in Section 12(b)(iv) above. In addition,
if the Board of Directors determines in its discretion at any time that there is cause for the shareholders to remove such director,
the Board of Directors may in its discretion request that such director resign from the Board of Directors and may require that
such director, as a condition to his or her initial election, agree in writing pursuant to his or her Director Acceptance Letter
(as provided in Exhibit A hereto) to resign upon any such request. Upon the removal of any Preferred Share Director, the
vacancy shall be filled in the manner set forth in Section 12(b)(iii). Notwithstanding the foregoing, if at any time there are
no Series A Shares issued and outstanding, each Preferred Share Director’s term shall automatically terminate and no directors
shall thereafter be appointed or elected pursuant to this Section 12.


 


(c)          Other
Voting Rights. So long as any Series A Shares are issued and outstanding, the Company may not consummate any action specified
in this paragraph (c) without the vote or consent of the Holders of record entitled to receive at least a majority in aggregate
of the Liquidation Preference of the Series A Shares at the time issued and outstanding and all voting or consenting as a single
class (not including any Series A Shares “beneficially owned” (within the meaning of the Exchange Act) by the Company
or any of its Affiliates), to the exclusion of the holders of Ordinary Shares:


 


(i)          any
amendment, alteration or repeal of any provision of the Articles of Association or this Certificate of Designations that would
alter or change the voting powers, preferences or special rights of the Series A Shares so as to affect them adversely;


 


(ii)         any
authorization or creation of, or increase in the authorized amount of, or issuance of, any Senior Shares or Parity Shares, and
any increase in the authorized number of Series A Shares or Series B Shares;


 


(iii)        any
consolidation, merger, amalgamation, binding share exchange or reclassification involving the Company, except that, subject to
applicable law, Holders of Series A Shares will have no right to vote or consent under this clause (iii) by reason of any such
transaction if (A) the Series A Shares remain issued and outstanding or, in the case of any such transaction with respect to which
the Company is not the surviving or resulting issuer, is converted into or exchanged for preferred securities of the surviving
or resulting entity or its ultimate parent (provided that such entity is an entity organized and existing under the laws
of the United States of America, any state thereof or the District of Columbia or any jurisdiction in the European Economic Area,
and is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation for such purposes, the Company
receives an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to
tax for U.S. federal income tax purposes with respect to such new preferred securities after such transaction in the same amount,
at the same time and otherwise in the same manner as would have been the case under the Series A Shares prior to such transaction)),
(B) the Series A Shares remaining issued and outstanding or such other preferred securities, as the case may be, have such rights,
preferences, privileges and voting powers, taken as a whole, as are not less favorable to the holders thereof than the rights,
preferences, privileges and voting powers of the Series A Shares, taken as a whole, and (C) upon the completion of any such any
consolidation, merger, amalgamation, binding share exchange or reclassification, no condition shall exist with respect to the surviving
or resulting issuer that would require a consent pursuant to Sections 12(c)(i), (ii), (v) or (vii) if such surviving or resulting
issuer were the Company;


 




    	 	32	 



     


    

 


(iv)        any
Change of Control if an Original Holder is a Holder of any Series A Shares at the time of the occurrence of such Change of Control,
unless, prior to such occurrence, such Original Holder has either (1) received a bona fide, binding offer from a credible Person
which, if accepted by the Original Holder, would result in the sale of all of such Original Holder’s Series A Shares to such
Person prior to or contemporaneously with the completion of such Change of Control at a price equal to or greater than the then-current
Liquidation Preference; provided that such offering Person shall not be Affiliated with or an agent of any Person or group
participating in the Change of Control, or (2) provided its prior written consent to such Change of Control;


 


(v)         any
incurrence of Indebtedness (as defined in the Credit Agreement as in effect on the Original Issue
Date (and regardless of whether such Credit Agreement is later terminated, amended or modified)) by the Company or any intermediate
holding company between the Company and CF Bermuda Holdings;


 


(vi)        any
issuance or reclassification of equity securities by the Company, unless all securities into which such equity securities are reclassified
are held by or one or more entities 100.0% of the equity of which is owned directly or indirectly by the Company; and


 


(vii)       take
any action or permit any omission that would be in breach of Articles 6 and 7 of the Credit Agreement as in effect on the Original
Issue Date (disregarding the preamble at the start of each Article 6 and 7, assuming the remainder of Articles 6 and 7 remain in
full force and effect at all times, and regardless of whether such Credit Agreement, or any term thereof, lapses, is terminated,
amended or modified), in each case, with such modifications as appropriate to reflect the passage of time and any changes in facts
and circumstances as they relate to the Company and its Subsidiaries; provided that no waiver of any right or obligation
contained in the foregoing provisions by any party to the Credit Agreement shall constitute a waiver of such provision for purposes
of this Section 12(c)(vii);


 


provided, however, that any
increase in the amount of the authorized or issued, or any creation of, any other preferred shares ranking junior to the Series
A Shares with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution
of assets following the commencement of the Company’s winding up, or any authorization, issuance or creation of any securities
convertible into, or exercisable or exchangeable for, any such other preferred shares will not be deemed to adversely affect the
voting powers, preferences or special rights of the Series A Shares and Holders will have no right under this Section 12(c) to
vote on or consent to any such increase, authorization, issuance or creation.


 


If the Holders are entitled to vote on or
consent to a specified action pursuant to this Section 12(c), the Company may call a separate class meeting of the Holders for
the purpose of such vote. Any such vote may be held at a general meeting of the Company, or at a separate class meeting of the
Holders and such other holders, as the Company may determine in its discretion. The Company may fix a date as the record date for
the purpose of determining the issued and outstanding Series A Shares, and the Holders entitled to vote on or consent to any such
specified action. At any general meeting of the Company or Holders where such vote is to occur, the necessary quorum for such vote
(or consent) shall be at least one Person holding or representing by proxy at least 50% in aggregate liquidation preference of
the Series A Shares entitled to vote on the relevant specified action.


 


(d)          Changes
Without the Consent of the Holders. So long as such action does not adversely affect the special rights, preferences, privileges
or voting powers of the Series A Shares, and limitations and restrictions thereof, the Company may amend, alter, supplement, or
repeal any terms of the Series A Shares without the consent of the Holders, to reflect any Modified Terms of the Series A Shares
in connection with a Successful Remarketing pursuant to Section 11, or any amended or modified terms of the Series B Shares to
be applied to the Series A Shares pursuant to Section 11(k).


 




    	 	33	 



     


    

 


(e)          Changes
After Provision for Redemption; Unredeemed Shares Remain Outstanding.


 


(i)          No
vote or consent of the holders of Series A Shares shall be required pursuant to Section 12(b) or (c) above if, at or prior to the
time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding Series A Shares shall
have been redeemed or called for redemption and the funds necessary for payment of the Redemption Price have been deposited in
Trust for the pro rata benefit of the Holders of the shares called for redemption.


 


(ii)         In
the event of a Change of Control or Reorganization Event in which the Company’s Ordinary Shares shall be changed into or
exchanged for other securities or property (including cash), the successor or acquiring Person shall expressly assume the due and
punctual observation and performance of each and every covenant and condition contained in this Certificate of Designation to be
performed and observed by the Company and all the obligations and liabilities hereunder, with such modifications and adjustments
as equitable and appropriate in order to place the Holders in the equivalent economic position as prior to such Change of Control
or Reorganization Event.


 


Section 13.          Preemption.


 


The Holders shall not have any rights of
preemption with regard to any share capital (including Ordinary Shares and Preferred Shares).


 


Section 14.          Payments;
Expenses; Notices; Information.


 


(a)          Payment.
Any payment due by the Company with respect to dividends, redemptions, fractional shares or other amounts on a day that is not
a Business Day may be made on the next succeeding Business Day with the same force and effect as if made on the original due date,
and without any interest due to any delay in payment.


 


(b)          Expenses.
The Company shall bear any costs and expenses incurred by it and its Affiliates in connection with the Remarketing (including any
Remarketing Fee) pursuant to this Certificate of Designations, and shall promptly pay or reimburse the Original Holders for any
costs or expenses (including the Remarketing Fee, underwriting discounts or commissions and any reasonable fees and expenses of
counsel) incurred by such Original Holders in connection therewith; provided, that the Participating Holders and the Participating
Series B Holders (if any) shall bear 50% of any underwriting discounts or commissions for any “best efforts” underwriting
incurred in connection with such Remarketing, with such amounts allocated in proportion to the Series A Shares and the Included
Series B Shares that participate in such Remarketing.


 


(c)          Notices.
Any notices, deliveries or other actions required or permitted to be given, made or taken by the Company or any Holder hereunder
on a particular day may be effected on the next succeeding Business Day with the same force and effect as if effected on the particular
day. All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be
deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered
or certified mail (or by first-class mail if the same shall be specifically permitted for such notice under the terms of this Certificate
of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 1701 Village Center Circle, Las Vegas,
Nevada 89134 (Attention: Secretary) or to the Transfer Agent at its office at Continental Stock Transfer & Trust Company, 1
State Street, 30th Floor, New York, New York 10004 (Attention: Mark Zimkind]), or to any other agent of the Company
designated to receive such notice as permitted by this Certificate of Designations; or (ii) if to any Holder, to such Holder at
the address of such Holder as listed in the share record books of the Company (which may include the records of the Transfer Agent);
or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly
given. Notwithstanding the foregoing, any notice given by the Company to Holders in respect of a Global Preferred Share pursuant
to the applicable procedures of the Depositary shall be deemed to have been given effectively when so given.


 




    	 	34	 



     


    

 


(d)          Information.
If at any time the Company is not required to file reports with the United States Securities and Exchange Commission, if any Series
A Shares are then outstanding, the Company shall provide the Holders with reports containing financial information substantially
similar to the financial information that would have been contained in the reports the Company would have been required to file
with the United States Securities and Exchange Commission by Section 13(a) or 15(d) under the Exchange Act if it were subject thereto,
in each case at such times as such reports or other information would be required to be filed thereunder.


 


Section 15.          Repurchase.


 


Subject to the limitations imposed herein,
applicable law and the Articles of Association, the Company may purchase Series A Shares from time to time to such extent, in such
manner and upon such terms as the Board of Directors or any duly authorized committee thereof may determine; provided, however,
that the Company shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Company
is, or after such purchase would be, unable to pay its liabilities in the ordinary course as they become due.


 


Section 16.          Unissued
or Reacquired Shares.


 


Series A Shares that have been issued and
converted, redeemed or otherwise purchased or acquired by the Company shall be restored to the status of authorized but unissued
Preferred Shares without designation as to class or series, until such shares are once more designated as part of a particular
class or series by the Board of Directors.


 


Section 17.          No
Sinking Fund.


 


Series A Shares are not subject to the operation
of a sinking fund.


 


Section 18.          Reservation
of Ordinary Shares.


 


(a)          Sufficient
Shares. The Company shall at all times reserve and keep available out of its authorized and unissued Ordinary Shares or shares
acquired by the Company, solely for issuance upon the conversion of Preferred Shares as provided in this Certificate of Designations,
free from any preemptive or other similar rights, such number of shares of Ordinary Shares as shall from time to time be issuable
upon the conversion of all the Preferred Shares then issued and outstanding. For purposes of this Section 18(a), the number
of Ordinary Shares that shall be deliverable upon the conversion of all issued and outstanding Preferred Shares shall be computed
as if at the time of computation all such outstanding shares were held by a single Holder.


 


(b)          Use
of Acquired Shares. Notwithstanding the foregoing, the Company shall be entitled to deliver upon conversion of Series A Shares,
as herein provided, Ordinary Shares acquired by the Company (in lieu of the issuance of authorized and unissued Ordinary Shares),
so long as any such acquired shares are free and clear of all liens, charges, security interests or encumbrances (other than liens,
charges, security interests and other encumbrances created by the Original Holders).


 




    	 	35	 



     


    

 


(c)          Free
and Clear Delivery. All Ordinary Shares delivered upon conversion of the Series A Shares shall be duly authorized, validly
issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than
liens, charges, security interests and other encumbrances created by the Original Holders).


 


(d)          Compliance
with Law. Prior to the delivery of any securities that the Company shall be obligated to deliver upon conversion of the Series
A Shares, the Company shall use its reasonable best efforts to comply with all laws and regulations thereunder requiring the approval
of such delivery by any Regulatory Entities.


 


(e)          Listing.
The Company hereby covenants and agrees that, if at any time the Ordinary Shares shall be listed on the New York Stock Exchange
or any other securities exchange or quotation system, the Company will, if permitted by the rules of such exchange or quotation
system, list and keep listed, so long as the Ordinary Shares shall be so listed on such exchange or quotation system, all the Ordinary
Shares then issuable upon conversion of the Series A Shares.


 


Section 19.          Transfer
Agent, Conversion Agent, Registrar and Paying Agent.


 


The duly appointed Transfer Agent, Conversion
Agent, Registrar and paying agent for the Series A Shares shall be Continental Stock Transfer & Trust Company. The Company
may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent;
provided that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness
of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid,
to the Holders (or otherwise pursuant to any applicable procedures of a Depositary).


 


Section 20.          Replacement
Certificates.


 


(a)          Mutilated,
Destroyed, Stolen and Lost Certificates. If physical certificates are issued, the Company shall replace any mutilated certificate
at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates
that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory
evidence that the certificate has been destroyed, stolen or lost, together with any indemnity on customary terms that may be required
by the Transfer Agent and the Company.


 


(b)          Certificates
Following Conversion. If physical certificates are issued, the Company shall not be required to issue any certificates representing
the applicable Series A Shares on or after the applicable Conversion Date. In place of the delivery of a replacement certificate
following the applicable Conversion Date, the Transfer Agent, upon delivery of the evidence and indemnity described in Section 20(a),
shall deliver the Ordinary Shares pursuant to the terms of the Series A Shares formerly evidenced by the certificate.


 


(c)          Legends.
Certificates for Series A Shares and any Ordinary Shares issued on conversion thereof may have notations, legends or endorsements
required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage ( provided that any such notation,
legend or endorsement is in a form acceptable to the Company).


 




    	 	36	 



     


    

 


Section 21.          Form.


 


(a)          Global
Preferred Shares. Series A Shares may, at the Company’s option, in its sole discretion, be issued in the form of one
or more permanent global Series A Shares in definitive, fully registered form with a global legend in substantially the form attached
hereto as Exhibit B (each, a “Global Preferred Share”), which is hereby incorporated in and expressly
made a part of this Certificate of Designations. The Global Preferred Shares may have notations, legends or endorsements required
by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend
or endorsement is in a form acceptable to the Company). The aggregate number of shares represented by each Global Preferred Share
may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee
as hereinafter provided. Global Preferred Shares shall be registered in the name of the Depositary, which shall be the Holder of
such shares. This Section 21(a) shall apply only to a Global Preferred Share deposited with or on behalf of the Depositary.


 


(b)          Delivery
to Depositary. If Global Preferred Shares are issued, the Company shall execute and the Registrar shall, in accordance with
this Section 21, countersign and deliver initially one or more Global Preferred Shares that (i) shall be registered in the name
of a nominee of the Depositary and (ii) shall be delivered by the Registrar to the Depositary or pursuant to instructions received
from the Depositary or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and
the Registrar.


 


(c)          Agent
Members. If Global Preferred Shares are issued, members of, or participants in, the Depositary (“Agent Members”)
shall have no rights under this Certificate of Designations with respect to any Global Preferred Share held on their behalf by
the Depositary or by the Registrar as the custodian of the Depositary or under such Global Preferred Share, and the Depositary
may be treated by the Company, the Registrar and any agent of the Company or the Registrar as the absolute owner of such Global
Preferred Share for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Registrar
or any agent of the Company or the Registrar from giving effect to any written certification, proxy or other authorization furnished
by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary
governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Shares. If Global Preferred Shares
are issued, the Depositary may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to
take pursuant to the Series A Shares, this Certificate of Designations or the Articles of Association.


 


(d)          
Physical Certificates. Global Preferred Shares will be exchangeable for other certificates evidencing Series A Shares, only
if (x) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for the Global Preferred
Share and the Company does not appoint a qualified replacement for the Depositary within 90 days, (y) the Depositary ceases
to be a “clearing agency” registered under the Exchange Act and the Company does not appoint a qualified replacement
for the Depositary within 90 days or (z) the Company determines that the Series A Shares shall no longer be represented by Global
Preferred Shares. In any such case, the Global Preferred Shares shall be exchanged in whole for other definitive Series A Shares
in registered form, with the same terms and of an equal aggregate Liquidation Preference. Such other definitive Series A Shares
shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.


 




    	 	37	 



     


    

 


(e)          Signature.
An Officer shall sign any Global Preferred Share for the Company, in accordance with the Company’s Articles of Association
and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Preferred Share no longer holds
that office at the time the Transfer Agent countersigned the Global Preferred Share, the Global Preferred Share shall be valid
nevertheless. A Global Preferred Share shall not be valid until an authorized signatory of the Transfer Agent manually countersigns
the Global Preferred Share. Each Global Preferred Share shall be dated the date of its countersignature.


 


Section 22.          Transfer
and Similar Taxes.


 


The Company shall pay any and all share
transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of Series A Shares or
Ordinary Shares or other securities issued on account of Series A Shares pursuant hereto or certificates representing such shares
or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved
in the issuance or delivery of Series A Shares, Ordinary Shares or other securities in a name other than that in which the Series
A Shares with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment
to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery
or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount
of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.


 


Section 23.          Rights
of Holders.


 


No person or entity, other than the person
or entity in whose name a certificate representing the Series A Shares is registered (if any) and whose name is registered as an
owner of Series A Shares in the register of members of the Company, shall have any rights hereunder or with respect to the Series
A Shares, the Company shall recognize the registered owner thereof in the register of members of the Company as the sole owner
for all purposes, and no other person or entity (other than the Company) shall have any benefit, right, claim or remedy hereunder.


 


Section 24.          Other
Rights. 


 


The Series A Shares shall not have any voting
powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions
thereof, other than as set forth herein or in the Articles of Association or as provided by applicable law.


 


Section 25.          Conflict.


 


To the extent the terms provided in this
Certificate of Designations conflict with the terms contained in the Articles of Association, it is intended that the terms provided
in this Certificate of Designations shall prevail. The Company agrees and undertakes to convene any general meeting of the Company,
and to recommend that any such meeting adopt any resolution necessary, to amend the Articles of Association to eliminate any such
conflict.


 


[Reminder of Page Intentionally Left
Blank]


 




    	 	38	 



     


    

  


EXHIBIT A


 


FORM OF DIRECTOR’S
ACCEPTANCE LETTER


 


TO: FGL HOLDINGS (the “Company”)


 


Attn: The Secretary


 


I hereby accept and agree to my appointment
or election as a Preference Share Director, in accordance with the Certificate of Designations of Series A Cumulative Convertible
Preference Shares of the Company, dated [ ], 2017 (the “Certificate of Designations”). I hereby agree and acknowledge
that my term of office shall immediately terminate in accordance with Section 12 of the Certificate of Designations without further
action being required on my part.


 


I designate the following telephone and
facsimile numbers and e-mail address for service of notice of all directors’ meetings. Notice by telephone facsimile or e-mail
to either of the said numbers or e-mail address will constitute good and sufficient notice to myself and I agree to advise you
of any change in these particulars.


 


Tel: [     ]


Fax: [     ]


E-mail: [     ]


Nationality: [     ]


 


I hereby authorize you to enter my name
and address in the register of Directors and Officers of the Company as follows:


 


[Name]


[Address]


  


[Name]


 




    	 	A-1	 



     


    

 


EXHIBIT B


 


FORM OF 


 


SERIES A CUMULATIVE
CONVERTIBLE PREFERENCE SHARES 


 


FACE OF SECURITY


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
(AND THOSE ISSUABLE ON CONVERSION THEREOF) HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR THE SECURITIES LAWS
OF ANY U.S. STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT WHILE A REGISTRATION STATEMENT RELATING
THERETO IS IN EFFECT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT, AND IN ACCORDANCE WITH ALL APPLICABLE
U.S., STATE AND OTHER SECURITIES LAWS. THIS CERTIFICATE IS ISSUED PURSUANT TO AND IS SUBJECT TO THE RESTRICTIONS ON TRANSFER AND
OTHER PROVISIONS OF AN INVESTMENT AGREEMENT AND A REGISTRATION RIGHTS AGREEMENT, EACH DATED AS OF [—], 2017
BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTORS REFERRED TO THEREIN, COPIES OF WHICH ARE ON FILE WITH THE ISSUER. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE (AND THOSE ISSUABLE ON CONVERSION THEREOF) MAY NOT BE SOLD OR OTHERWISE TRANSFERRED
EXCEPT IN COMPLIANCE WITH SAID AGREEMENTS, AND ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENTS WILL BE VOID.



 


[IF GLOBAL PREFERENCE SHARES ARE ISSUED:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN. 


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE CERTIFICATE OF DESIGNATIONS REFERRED TO BELOW.] 


 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER
WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 




    	 	B-1	 



     


    

 


	Certificate Number	 	Number of Convertible Preference Shares
	 	 	 
	CUSIP NO.: [            ]	 	 


 


Series A Cumulative Convertible Preference
Shares


 


(par value $0.0001 per share)


 


of


 


FGL HOLDINGS


 


FGL HOLDINGS, an exempted company incorporated
and existing under the Companies Law (2016 Revision) of the Cayman Islands (the “Company”), hereby certifies that
[            ] (the “Holder”) is the registered
owner of [·] [             ,
or such number as is registered in the name of the Holder in the Company’s register of members maintained by the Registrar]
fully paid and non-assessable preference shares of the Company designated the Series A Cumulative Convertible Preference Shares,
with a par value of $0.0001 per share and a liquidation preference of US$1,000.00 (the “Convertible Preference Shares”).


 


The Convertible Preference Shares are subject
to the Certificate of Designations and the amended and restated memorandum and articles of association of the Company and are
transferable in accordance therewith. The designations, rights, privileges, restrictions, preferences and other terms and provisions
of the Convertible Preference Shares represented hereby are issued and shall in all respects be subject to the provisions of the
Certificate of Designations dated [·], 2017 as the
same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used, but not
defined herein, shall have the meaning given to them in the Certificate of Designations.


 


Reference is hereby made to select provisions
of the Convertible Preference Shares set forth on the reverse hereof, and to the Certificate of Designations, which select provisions
and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.


 


Upon receipt of this certificate, the Holder
is bound by the Certificate of Designations and is entitled to the benefits thereunder.


 


Unless the Registrar has properly countersigned
this certificate, the Convertible Preference Shares evidenced hereby shall not be entitled to any benefit under the Certificate
of Designations or be valid or obligatory for any purpose.


 


Dated:


 




    	 	B-2	 



     


    

 


REVERSE OF SECURITY


 


Dividends on each of the Convertible Preference
Shares shall be payable at the rate provided in the Certificate of Designations but only when, as and if declared by the Board
of Directors as provided therein.


 


The Convertible Preference Shares shall be
convertible in the manner and in accordance with the terms set forth in the Certificate of Designations.


 


The Convertible Preference Shares shall be
redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.


 


The Convertible Preference Shares carry voting
rights as specified in the Certificate of Designations.


 


The Company shall furnish without charge to
each holder who so requests the powers, designations, preferences and special rights of each class or series of share capital issued
by the Company and the qualifications, limitations or restrictions on such powers, preferences and rights.


 


For value received,                                         
hereby sell, assign and transfer unto


 


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
POSTAL ZIP CODE, OF ASSIGNEE)


 


of the Convertible Preference Shares represented
by the within Certificate, and such shares are subject to the Certificate of Designations and the memorandum of association and
Articles of Association of the Company and are transferable in accordance therewith.


 


	Dated:	 	                                          20        	 	 
	 	 	 
	Signature:	 	                                                                                                              	 	 
	 	 	 
	Signature:	 	                                                                                                              	 	 


 


	 	 	Notice:	 	The signature to this assignment must correspond

with the name as written upon the face of the

certificate, in every particular, without alteration or

enlargement, or any change whatever.	 	 


 








    	 	B-3	 



     


    



 


Exhibit B


Form of Certificate of Designations of the
Series B Preferred Shares





 


EXECUTION VERSION


 


CERTIFICATE OF DESIGNATIONS


 


OF


 


SERIES B CUMULATIVE CONVERTIBLE PREFERRED
SHARES


 


OF


 


FGL HOLDINGS


 


FGL HOLDINGS, an exempted company incorporated
and existing under the laws of the Cayman Islands (the “Company”), does hereby certify:


 


That the Board of Directors of the Company
(the “Board of Directors”), pursuant to the authority conferred upon the Board of Directors by the provisions
of the Amended and Restated Memorandum and Articles of Association of the Company and applicable law, by way of written resolution
dated November 30, 2017, duly adopted resolutions creating a class of preferred shares of the Company designated as “Series
B Cumulative Convertible Preferred Shares”.


 


Section
1.          Designation. The
designation of the class of preferred shares shall be “Series B Cumulative Convertible Preferred Shares” (the “Series
B Shares”). Each Series B Share shall be identical in all respects to every other Series B Share. The Series B Shares
will rank, on the terms set forth in Section 4(c) and Section 5, equally with Parity Shares and senior to Junior Shares, with
respect to the payment of dividends and/or the distribution of assets following the commencement of any voluntary or involuntary
liquidation of the Company.


 


Section
2.          Number of Shares. The number of authorized Series
B Shares shall be 275,000, provided, that an additional 325,000 Series B Shares shall be authorized for issuance solely
as PIK Shares. That number from time to time may be increased solely with the affirmative vote or consent of the holders of the
Series B Shares pursuant to Section 12 and the Board of Directors; provided that no such increase shall be permitted that
would cause the total number of authorized Preferred Shares, including the Series B Shares, to exceed the amount of Preferred
Shares authorized by the Articles of Association.


 


Section
3.          Definitions. As
used herein with respect to the Series B Shares:


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this Certificate of Designations, “control”, when used with respect
to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Agent Members” has the
meaning set forth in Section 21(c).


 


“Appoint” has the meaning
set forth in Section 12(b)(v).


 


“AOI” means, for any
period, the adjusted operating income of the Company, calculated on a basis consistent with that adopted by Fidelity & Guaranty
Life for the 2016 fiscal year, as reflected in its publicly filed financial statements.


 




    	 	1	 



     


    

 


“Arrearage” has the meaning
set forth in Section 4(b).


 


“Articles of Association”
means the Second Amended and Restated Memorandum and Articles of Association of the Company, as they may be amended from time to
time, and shall include this Certificate of Designations and the certificate of designations for any other authorized class of
Preferred Shares.


 


“Blackstone Funds” means,
individually or collectively, any investment fund, coinvestment vehicles and/or other similar vehicles or accounts, in each case,
managed by an Affiliate of The Blackstone Group L.P., or any of their respective successors.


 


“Board of Directors”
has the meaning set forth in the Recitals or a committee thereof duly authorized to act for such Board of Directors.


 


“Business Day” means
each weekday on which banking institutions in New York, New York are not authorized or obligated by law, regulation or executive
order to close.


 


“Calculation Agent” means
the Transfer Agent acting in its capacity as calculation agent for the Series B Shares, and its successors and assigns.


 


“Capital Stock” of any
Person means (i) with respect to any Person that is a corporation or a company, any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including
any Ordinary Shares or Preferred Shares, and (ii) with respect to any Person that is not a corporation or a company, any and
all partnership, limited liability company, membership or other equity interests of such Person, but in each case excluding any
debt securities convertible into any of the foregoing.


 


“Certificate of Designations”
means this Certificate of Designations relating to the Series B Shares, as it may be amended from time to time.


 


“Change of Control” means
the occurrence of one of the following:


 


(i)          a
“person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than a Permitted Holder,
becomes or files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has
become the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of Ordinary
Shares or other common equity of the Company representing more than 50% of the voting power of the issued and outstanding Ordinary
Shares or other common equity of the Company;


 


(ii)         one
or more Permitted Holders become, or commence a tender, exchange or similar offer and/or file a Schedule TO or any schedule, form
or report under the Exchange Act disclosing that such Permitted Holder(s) intends to become, in the aggregate, the direct or indirect
ultimate “beneficial owners,” as defined in Rule 13d-3 under the Exchange Act, of Ordinary Shares or other common equity
of the Company representing more than 60% of the voting power of the outstanding Ordinary Shares or other common equity of the
Company; or


 


(iii)        consummation
of any consolidation, merger, amalgamation or scheme of arrangement of or involving the Company or similar transaction or any sale,
lease or other transfer in one transaction or a series of transactions of all or substantially all of the property and assets of
the Company to any Person other than one of the Company’s Subsidiaries, in each case pursuant to which the Ordinary Shares
or other common equity of the Company will be converted into cash, securities or other property, other than pursuant to a transaction
in which (A) the Persons that “beneficially owned” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
voting shares of the Company immediately prior to such transaction beneficially own, directly or indirectly, voting shares representing
a majority of the total voting power of all issued and outstanding classes of voting shares of the continuing or surviving Person
immediately after such transaction, or (B) the members of the Board of Directors or other governing body of the Company immediately
prior to such transaction comprise a majority of the members of the Board of Directors or other governing body of the Company or
such other continuing or surviving Person immediately after such transaction.


 




    	 	2	 



     


    

 


“Closing Price” of the
Ordinary Shares on any date of determination means the last reported sale price of the Ordinary Shares regular way on such date
(or, if no such sale occurs on such date, the average of the reported closing bid and asked prices for such shares regular way
on such date) on the Principal Market or, if there is no Principal Market for the Ordinary Shares, the average of the closing bid
and asked prices quoted for the Ordinary Shares in the over-the-counter market as reported by OTC Markets Group Inc. or any similar
organization, or if such closing prices are not so reported (or if the relevant price or prices required to be used to calculate
the Closing Price as provided in this paragraph are not available in the relevant market on such date for any reason, the market
price of the Ordinary Shares on such date as determined by a nationally recognized investment banking firm retained by the Company
for this purpose).


 


“Company” has the meaning
set forth in the Recitals.


 


“Competing Remarketing”
means any ongoing Remarketing pursuant to Section 11, and any ongoing remarketing of the Series A Shares pursuant to Section 11
of the Series A Certificate of Designations; provided that no such Remarketing or remarketing shall be deemed to be ongoing
past the applicable Remarketing Window for such Remarketing.


 


“Constituent Person”
has the meaning set forth in Section 10(a)(ii).


 


“Conversion Agent” means
the Transfer Agent acting in its capacity as conversion agent for the Series B Shares, and its successors and assigns.


 


“Conversion Date” has
the meaning set forth in Section 8(d).


 


“Conversion Notice Date”
has the meaning set forth in Section 8(d).


 


“Conversion Price” means,
at any time, a dollar amount equal to the higher of (i) a 5.0% discount to the arithmetic average of the VWAP per Ordinary Share
on each of the 30 consecutive Trading Days from, but excluding the Conversion Notice Date, and (ii) the Floor Price.


 


“Conversion Rate” means,
at any time, the number of duly authorized, fully paid and nonassessable Ordinary Shares into which each Series B Share is convertible,
after taking into account any adjustments pursuant to Section 9, determined by dividing (i) the Liquidation Preference (calculated
as if the Conversion Date was the date fixed for liquidation the Company, and as adjusted pursuant hereto for share splits, share
dividends, reclassifications and the like), by (ii) the Conversion Price.


 


“Credit Agreement” means
the Credit Agreement, dated as of November 30, 2017, by and among Fidelity & Guaranty Life Holdings, Inc., a Delaware
corporation, CF Bermuda Holdings Limited, a Bermuda exempted limited liability company, the lenders from time to time a party thereto
and Royal Bank of Canada, as administrative agent for the lenders and the other agents and arrangers party thereto.


  




    	 	3	 



     


    

 


“Current Market Price”
as of any day means the average of the VWAP per Ordinary Share on each of the 10 consecutive Trading Days ending on the earlier
of the day in question and the day before the Ex-date or other specified date with respect to the issuance or distribution requiring
such computation, appropriately adjusted to take into account the occurrence during such period of any event described in Section
9. For the purpose of calculating the Current Market Price, consecutive Trading Days shall end on the day before the date in question.


 


“Depositary” means DTC
or its nominee, or any successor depositary appointed by the Company or its nominee.


 


“Director Acceptance Letter”
has the meaning set forth in Section 12(b)(ii).


 


“Dividend Payment Date”
has the meaning set forth in Section 4(a)(i). Each Dividend Payment Date “relates” to the Dividend Period most recently
ending before such Dividend Payment Date, and vice versa (with the words “related” and “relating” having
correlative meanings).


 


“Dividend Period” means
each period from and including a Dividend Payment Date (except that the initial Dividend Period shall commence on the Original
Issue Date, and the initial Dividend Period for any Series B Shares issued in kind pursuant to Section 4 shall commence on the
date such Series B Shares are issued) and continuing to but not including the next succeeding Dividend Payment Date.


 


“Dividend Rate” means
(i) for any day during the Fixed Rate Period, 7.5%, and (ii) for any date during the Floating Rate Period, the greater of (A) 7.5%
and (B) a rate equal to Three-month LIBOR plus 5.5%; provided that in the event of an Modified Dividend Rate, such Modified
Dividend Rate shall be the Dividend Rate.


 


“Dividend Record Date”
has the meaning specified in Section 4(a)(iii).


 


“DTC” means The Depository
Trust Company.


 


“Engagement Date” has
the meaning set forth in the definition of “Remarketing Window”.


 


“Engagement Deadline”
has the meaning set forth in Section 11(b).


 


“Exchange Act” means
the United States Securities Exchange Act of 1934, as amended.


 


“Exchange Property” has
the meaning set forth in Section 10(a)(ii).


 


“Ex-date”, when used
with respect to any issuance or distribution, means the first date on which the Ordinary Shares or other relevant securities trade
without the right to receive such issuance or distribution.


 


“Expiration Date” has
the meaning set forth in Section 9(a)(iv).


 


“Expiration Time” has
the meaning set forth in Section 9(a)(iv).


 


“Fixed Rate Period” means
each Dividend Period relating to a Dividend Payment Date occurring on or before November 30, 2027.


 


“Floating Rate Period”
means each Dividend Period relating to a Dividend Payment Date occurring after November 30, 2027.


 




    	 	4	 



     


    

 


“Floor Price” means (i)
for a Conversion Date from and including November 30, 2027 to but not including November 30, 2028, $8.00, (ii)
for a Conversion Date from and including November 30, 2028 to but not including November 30, 2029, $7.00, and
(iii) for a Conversion Date from and after November 30, 2029, $6.00, in each case after taking into account any adjustment
pursuant to Section 9.


 


“FNF” means Fidelity
National Financial, Inc., and its successors and permitted assigns.


 


“Global Preferred Share”
has the meaning set forth in Section 21(a).


 


“GSO” means GSO Capital
Partners LP, and its successors and permitted assigns.


 


“GSO Group” means funds
and accounts managed, advised or sub-advised by GSO and its Affiliates within the credit-focused business unit of The Blackstone
Group L.P.


 


“Holder” means, as to
any Series B Share, the Person in whose name such share is registered in the register of members of the Company, which may be treated
by the Company, Transfer Agent, Registrar, Calculation Agent, paying agent and Conversion Agent as the absolute owner of such share
for the purpose of making payment and settling the related conversions and for all other purposes. References herein to “holders”
of preferred shares of the Company shall mean, insofar as such shares are Series B Shares, the Holders thereof.


 


“Included Series A Shares”
has the meaning set forth in Section 11(h).


 


“Junior Liquidation Shares”
has the meaning set forth in the definition of “Junior Shares”.


 


“Junior Payments” has
the meaning set forth in Section 4(c)(i).


 


“Junior Shares” means
the Ordinary Shares and any other class or series of shares in the capital of the Company now existing or hereafter authorized
over which the Series B Shares have preference or priority in the payment of dividends or in the distribution of assets following
the commencement of any voluntary or involuntary liquidation of the Company. Junior Shares over which the Series B Shares have
preference or priority in such distribution of assets are herein called “Junior Liquidation Shares”.


 


“Liquidation Preference”
has the meaning set forth in Section 5(a). References to the “liquidation preference” of any Preferred Shares
of the Company in the Articles of Association shall mean the Liquidation Preference if such Preferred Shares are Series B Shares.


 


“London Banking Day”
means any day on which commercial banks are open in London for general business (including dealings in foreign exchange and foreign
currency deposits).


 


“Market Disruption Event”
means, on any day when the Ordinary Shares are listed or admitted to trading or quoted on a securities exchange or quotation facility
(whether U.S. national or regional or non-U.S.), any of the following events that occurs or continues to exist on such day:


 


(i)          any
suspension of, or limitation imposed on, trading by the Principal Market during the one-hour period prior to the close of trading
for the regular trading session (or for purposes of determining the VWAP per Ordinary Share, any period or periods aggregating
one half-hour or longer during the regular trading session) on the Principal Market on such day, and whether by reason of movements
in price exceeding limits permitted by the Principal Market, or otherwise, relating to the Ordinary Shares (specifically or among
other shares generally) or to futures or options contracts relating to the Ordinary Shares (specifically or among other shares
generally) on the Principal Market;


 




    	 	5	 



     


    

 


(ii)         any
event that disrupts or impairs (as determined by the Company in its reasonable discretion) the ability of market participants,
during the one-hour period prior to the close of trading for the regular trading session (or for purposes of determining the VWAP
per Ordinary Share, any period or periods aggregating one half-hour or longer during the regular trading session) on the Principal
Market on such day, to effect transactions in, or obtain market values for, the Ordinary Shares (specifically or among other shares
generally) on the Principal Market on such day or to effect transactions in, or obtain market values for, futures or options contracts
relating to the Ordinary Shares (specifically or among other shares generally) on the Principal Market on such day; or


 


(iii)        the
principal exchange or quotation facility (whether or not the Principal Market) on which futures or options contracts relating to
the Ordinary Shares are listed or admitted to trading or quoted fails to open, or closes prior to its respective scheduled closing
time, for the regular trading session on such day (without regard to after hours or any other trading outside of the regular trading
session hours), unless such earlier closing time is announced by such exchange or facility at least one hour prior to the earlier
of (A) the actual closing time for the regular trading session on such day and (B) the submission deadline for orders to be entered
into such exchange or facility for execution at the actual closing time on such day.


 


“Modified Dividend Rate”
means, in connection with a Remarketing, the dividend rate per annum (which may be fixed or floating, and any spread with respect
to a floating dividend rate) rounded to the nearest one one-thousandth (0.001) of one percent that the Series B Shares shall bear
as determined by the Board of Directors pursuant to the Remarketing Agreement and Section 11(j).


 


“Modified Redemption Date”
means, in connection with a Remarketing, the earliest redemption date for the Series B Shares (which shall be no earlier than the
earliest redemption date prior to such Remarketing) that shall apply after such Remarketing as determined by the Company pursuant
to the Remarketing Agreement.


 


“Modified Remarketing Price”
has the meaning set forth in Section 11(d).


 


“Modified Terms” has
the meaning set forth in Section 11(d).


 


“NC Date” has the meaning
set forth in Section 6(a); provided that if there is a Modified Redemption Date, the NC Date shall be the Modified Redemption
Date.


 


“Nonpayment” has the
meaning set forth in Section 12(b)(i).


 


“Normalized AOI” means
the AOI for any period subject to the following adjustments: (i) add back any amounts for “legacy incentive compensation”,
and “back project expenses”, (ii) add back (if negative) or subtract (if positive) any amounts for “single premium
immediate annuities mortality & other reserve adjustments”; (iii) add back (if negative) or subtract (if positive) any
amounts for “assumption review & DAC unlocking”, and (iv) “other, including bond prepayment income and tax
valuation allowance adjustments”, in each case, calculated on a basis consistent with that adopted in prior years by Fidelity
Life & Guaranty in its publicly filed financial statements.


 


“Officer” means the Director,
Chief Executive Officer, the Chief Operating Officer, the Chief Administrative Officer, the Chief Financial Officer, the Controller,
the Chief Accounting Officer, the Treasurer, any Assistant Treasurer, the General Counsel and Corporate Secretary and any Assistant
Secretary of the Company.


 




    	 	6	 



     


    

 


“Officers’ Certificate”
means a certificate signed (i) by a Director, the Chief Executive Officer, the Chief Operating Officer, the Chief Administrative
Officer, the Chief Financial Officer, the Controller or the Chief Accounting Officer, and (ii) by the Treasurer, any Assistant
Treasurer, the General Counsel, Corporate Secretary or any Assistant Secretary of the Company, and delivered to the Conversion
Agent.


 


“Ordinary Shares” means
the ordinary shares in the capital of the Company, par value $0.0001 per share.


 


“Original Holder” means
any Holder of Series B Shares that is (i) FNF, or (ii) any transferee of FNF that is an Affiliate of FNF.


 


“Original Issue Date”
means November 30, 2017.


 


“Original Liquidation Preference”
means $1,000.00 per Series B Share.


 


“Original Remarketing Price”
means an amount equal to the Liquidation Preference for the Series B Shares to be remarketed.


 


“Original Series A Holders”
means any Holder that is (i) a member of the GSO Group or (ii) any transferee of such member that is an Affiliate of GSO.


 


“Parity Dividend Shares”
has the meaning set forth in the definition of “Parity Shares”.


 


“Parity Liquidation Shares”
has the meaning set forth in the definition of “Parity Shares”.


 


“Parity Shares” means
any class or series of shares in the capital of the Company hereafter authorized that ranks equally with the Series B Shares in
the payment of dividends or in the distribution of assets following the commencement of any voluntary or involuntary liquidation
of the Company. Parity Shares so ranking equally in the payment of dividends are herein called “Parity Dividend Shares”.
Parity Shares so ranking equally in such distribution of assets are herein called “Parity Liquidation Shares”.
The Series A Shares shall be deemed to be Parity Shares, Parity Dividend Shares and Parity Liquidation Shares.


 


“Participation Deadline”
has the meaning set forth in Section 11(a).


 


“Participating Holders”
has the meaning set forth in Section 11(a).


 


“Participating Series A Holders”
has the meaning set forth in Section 11(h).


 


“Permitted Holders” means:


 


(i) each of Blackstone Tactical Opportunities
Fund II, L.P., GSO, FNF, Cannae Holdings, Inc., BilCar, LLC, CC Capital Management, LLC, CFS Holdings (Cayman), LP, CFS II Holdings
(Cayman), LP and the Blackstone Funds;


 


(ii) any Affiliate or Related Party of any
Person specified in clause (i); and


 


(iii) any Person both the Capital Stock
and the Voting Stock of which (or in the case of a trust, the beneficial interests in which) are owned 50% or more by Persons specified
in clauses (i) and (ii) or any group in which the Persons specified in clauses (i) and (ii) own a majority of the voting power
of the Voting Stock held by such group, and any Person that is a member of any such group.


 




    	 	7	 



     


    

 


“Person” means a legal
person, including any individual, company, corporation, estate, body corporate, partnership, limited liability company, trust,
joint venture, association or other legal entity.


 


“PIK Shares” has the
meaning set forth in Section 4(a)(ii).


 


“Preferred Shares” means
any and all series or classes of preferred shares in the capital of the Company, having a par value of $0.0001 per share, including
the Series B Shares and Series A Shares.


 


“Preferred Share Director”
has the meaning specified in Section 12(b)(i).


 


“Principal Market” means,
with respect to any day on which the Ordinary Shares are listed or admitted to trading or quoted on any securities exchange or
quotation facility (whether U.S. national or regional or non-U.S.), the principal such exchange or facility on which the Ordinary
Shares are so listed or admitted or so quoted.


 


“Purchased Shares” has
the meaning set forth in Section 9(a)(iv).


 


“Record Date” has the
meaning set forth in Section 9(d).


 


“Redemption Price” has
the meaning set forth in Section 6(a).


 


“Registrar” means the
Transfer Agent acting in its capacity as registrar for the Series B Shares, and its successors and assigns.


 


“Regulatory Entities”
means all governmental or self-regulatory authorities in the United States or elsewhere having jurisdiction over the Company or
any of its Subsidiaries.


 


“Reimbursed Holders”
has the meaning set forth in Section 11(g).


 


“Related Party” means:


 


(i)          any
controlling stockholder, majority owned Subsidiary, or immediate family member (in the case of an individual) of any Permitted
Holder; or


 


(ii)         any
trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members,
owners or Persons beneficially holding a majority (and controlling) interest of which consist of one or more Permitted Holders
and/or such other Persons referred to in the immediately preceding clause (i).


 


“Remarketing” has the
meaning set forth in Section 11(a).


 


“Remarketing Agent” means
any Remarketing Agent(s) appointed by the Company pursuant to Section 11.


 


“Remarketing Agreement”
means a Remarketing Agreement to be entered into between the Company and one or more Remarketing Agents setting forth the terms
of a Remarketing.


 


“Remarketing Date” means
the date the Series B Shares offered in the Remarketing Period are priced by the Company and the Remarketing Agent(s).


 




    	 	8	 



     


    

 


“Remarketing Fee” means,
in the event of a Successful Remarketing, a remarketing fee, if any, paid to the Remarketing Agent(s) to be agreed upon in writing
by the Company and the Remarketing Agent(s) prior to any Remarketing pursuant to the Remarketing Agreement.


 


“Remarketing Interest Amount”
means interest on the Remarketing Loss Share Amount at a rate of 7.5% per annum accrued daily during the Remarketing Loss Share
Pricing Period.


 


“Remarketing Loss” has
the meaning set forth in Section 11(g).


 


“Remarketing Loss Share Amount”
has the meaning set forth in Section 11(g).


 


“Remarketing Loss Share Pricing
Period” has the meaning set forth in Section 11(g).


 


“Remarketing Notice”
has the meaning set forth in Section 11(a).


 


“Remarketing Period”
has the meaning set forth in Section 11(c).


 


“Remarketing Price” means,
as applicable, the Original Remarketing Price or the Modified Remarketing Price.


 


“Remarketing Process”
means the Remarketing process specified in Section 11, commencing with the delivery of a Remarketing Notice.


 


“Remarketing Reimbursement”
has the meaning set forth in Section 11(g).


 


“Remarketing Settlement Date”
means the third Business Day immediately following the Remarketing Date for a Successful Remarketing, or such other date as the
Company and the Remarketing Agent may mutually agree.


 


“Remarketing Window”
means the period from (i) the fifth Business Day following the earlier of (A) the Engagement Deadline, and (B) the date on
which the Remarketing Agent(s) are engaged by the Company pursuant to Section 11 (the “Engagement Date”), through
(ii) the 20th Business Day following the Engagement Deadline or Engagement Date, as applicable, provided that
such period may be extended (and the Remarketing delayed) to no later than 180 days after the Engagement Deadline or Engagement
Date, as applicable, if (i) the Remarketing Agent determines that the Remarketing is impractical due to then-prevailing market
conditions, or (ii) if the Board of Directors determines in good faith (x) that such delay would enable the Company to avoid disclosure
of material information, the disclosure of which at that time would not be in the Company’s best interests, or (y) that the
Remarketing to be delayed would, if not delayed, materially adversely affect the Company and its Subsidiaries taken as a whole
or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or
equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction, whether
due to commercial reasons, a desire to avoid premature disclosure of information or any other reason.


 


“Reorganization Event”
has the meaning set forth in Section 10(a).


 


“Reuters Screen LIBOR01”
means the display on the Reuters Eikon (or any successor service) on the “LIBOR01” page (or any other page as may replace
such page on such service for the purpose of displaying the London interbank rates of major banks for U.S. dollar deposits).


 


“Securities Act” means
the United States Securities Act of 1933, as amended from time to time.


 




    	 	9	 



     


    

 


“Series B Shares” has
the meaning set forth in Section 1.


 


“Series A Certificate of Designations”
means the Certificate of Designations for the Series A Shares.


 


“Series A Participation Notice”
has the meaning set forth in Section 11(h).


 


“Series A Remarketing Notice”
has the meaning set forth in Section 11(h).


 


“Series A Shares” means
the Series A Cumulative Convertible Preferred Shares of Company.


 


“Shareholder Approval”
has the meaning set forth in Section 8(e).


 


“Subsidiary” means, with
respect to any Person, any entity of which (i) such Person or any other Subsidiary of such Person is a general partner (in
the case of a partnership) or managing member (in the case of a limited liability company), (ii) voting power to elect
or appoint a majority of the board of directors, board of managers or others performing similar functions with respect to such
organization is held by such Person or by any one or more of such Person’s Subsidiaries, (iii) at least fifty percent
(50%) of any class of shares or Capital Stock or of the outstanding equity interests are beneficially owned by such Person
or (iv) any Person that would otherwise be deemed a “subsidiary” under Rule 12b-2 under the Exchange Act.


 


“Successful Remarketing”
has the meaning set forth in Section 11(e).


 


“Three-month LIBOR” means,
with respect to any Floating Rate Period, the offered rate expressed as a percentage per annum for deposits in U.S. dollars for
a three-month period commencing on the first day of such Floating Rate Period, as that rate appears on Reuters Screen LIBOR01 as
of 11:00 A.M., London time, on the second London Banking Day immediately preceding the first day of such Floating Rate Period.


 


If Three-month LIBOR does not appear on
Reuters Screen LIBOR01, Three-month LIBOR shall be determined on the basis of the rates at which deposits in U.S. dollars for a
three-month period, commencing on the first day of such Floating Rate Period, and in a principal amount of not less than $1,000,000,
are offered to prime banks in the London interbank market by four major banks in that market selected by the Company and identified
to the Calculation Agent at approximately 11:00 A.M., London time, on the second London Banking Day immediately preceding the first
day of such Floating Rate Period. The Calculation Agent shall request the principal London office of each of these banks to provide
a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR for such Floating Rate Period shall be
the arithmetic mean of such quotations (rounded upward if necessary to the nearest 0.00001%).


 


If fewer than two such quotations are provided
as described in the preceding paragraph, Three-month LIBOR with respect to such Floating Rate Period shall be the arithmetic mean
(rounded upward if necessary to the nearest 0.00001%) of the rates quoted by three major banks in New York City selected by the
Company and identified to the Calculation Agent at approximately 11:00 A.M., New York City time, on the first day of such Floating
Rate Period for loans in U.S. dollars to leading European banks for a three-month period, commencing on the first day of such Floating
Rate Period, and in a principal amount of not less than $1,000,000.


 




    	 	10	 



     


    

 


If fewer than three banks selected by the
Company and identified to the Calculation Agent to provide quotations are quoting as described in the preceding paragraph the Calculation
Agent shall: (i) determine the base rate that is most comparable to the Three-month LIBOR that was last displayed on Reuters Screen
LIBOR01; and (ii) apply such changes to that rate such that it is as similar as practicable, in the opinion of the Calculation
Agent, to the rate that would have prevailed under the Three-month LIBOR that was last displayed on Reuters Screen LIBOR01, provided,
that if the Calculation Agent determines there is an industry accepted successor base rate to the Three-month LIBOR that was last
displayed on Reuters Screen LIBOR01, such successor base rate will be the rate applied under (i).


 


If Three-month LIBOR calculated in accordance
with the foregoing paragraphs for any Floating Rate Period is less than zero, then Three-month LIBOR shall be deemed to be zero
for such Floating Rate Period.


 


“Trading Day” means,
for purposes of determining a VWAP or Closing Price per share of Ordinary Shares, a day on which the Principal Market is open for
the transaction of business and on which a Market Disruption Event does not occur or exist, or if the shares of Ordinary Shares
are not listed or admitted to trading and are not quoted on any securities exchange or quotation facility, a Business Day.


 


“Transfer Agent” means
Continental Stock Transfer & Trust Company acting as Transfer Agent, Registrar, Calculation Agent, paying agent and Conversion
Agent for the Series B Shares, and its successors and assigns.


 


“Trust” has the meaning
set forth in Section 6(e).


 


“Unsuccessful Remarketing”
has the meaning set forth in Section 11(f).


 


“Voting Holders” has
the meaning set forth in Section 12(b)(i).


 


“Voting Stock” of a Person
means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors,
managers or trustees, as applicable, of such Person.


 


“VWAP” per Ordinary Share
on any Trading Day means the per share volume-weighted average sale price per share of Ordinary Shares on the Principal Market
as displayed under the heading Bloomberg VWAP on Bloomberg page “CF Equity VWAP” (or any appropriate successor page)
in respect of the period from the open of trading until the close of trading on the Principal Market on such Trading Day (or if
such volume-weighted average price is unavailable or not provided for any reason, or there is no Principal Market for the Ordinary
Shares, the market price of one Ordinary Share on such Trading Day determined, using a volume-weighted average method, by a nationally
recognized investment banking firm retained for this purpose by the Company). When used with respect to any other securities, “VWAP”
shall have the meaning set forth above with references to the price per Ordinary Share meaning the price per unit of such other
securities, with references to Bloomberg page “CF Equity VWAP” meaning the applicable Bloomberg page displaying the
volume-weighted average sale price per unit of such securities and references to the Principal Market meaning the principal exchange
or other market in which such securities are then listed, quoted or traded. The VWAP during any period shall be appropriately adjusted
to take into account the occurrence during such period of any event described in Section 9.


 


In addition to the above definitions, unless
the context requires otherwise:


 


(i)          any
reference to any statute, regulation, rule or form as of any time shall mean such statute, regulation, rule or form as amended
or modified and shall also include any successor statute, regulation, rule or form from time to time (and in the case of statutes,
include any rules and regulations promulgated under the statute);


 




    	 	11	 



     


    

 


(i)          references
to “$” or “dollars” means the lawful coin or currency of the United States of America; and


 


(ii)         references
to “Section” are references to Sections of this Certificate of Designations.


 


Section
4.          Dividends.


 


(a)           Quarterly
Dividends.


 


(i)          Subject
to applicable law, the Holders of the Series B Shares shall be entitled to receive, when, as and if declared by the Board of Directors
(or a duly authorized committee of the Board of Directors), out of assets lawfully available for that purpose, cumulative cash
dividends on the Original Liquidation Preference of $1,000.00 at a rate per annum equal to the then-applicable Dividend Rate. Subject
to applicable law, dividends shall be payable quarterly in arrears on the first days of January, April, July and October, respectively,
in each year, commencing on January 1, 2018; provided, however, that (x) if any such day during the Fixed Rate Period
is not a Business Day, then such day shall nevertheless be a Dividend Payment Date but dividends on the Series B Shares, when,
as and if declared, shall be paid on the next succeeding Business Day (without adjustment in the amount of the dividend per Series
B Share), and (y) if any such day during the Floating Rate Period is not a Business Day, then the next succeeding Business Day
shall be the applicable Dividend Payment Date and dividends, when, as and if declared, shall be paid on such next succeeding Business
Day (each such day on which dividends are payable, after giving effect to this proviso if applicable, a “Dividend Payment
Date”). Dividends on the Series B Shares shall begin to accumulate on the Original Issue Date (or, with respect to any
Series B Shares issued in kind pursuant to this Section 4, the date on which such Series B Shares are issued) and shall be deemed
to accumulate from day to day whether or not earned or declared until paid. Dividends payable on the Series B Shares in respect
of each Fixed Rate Period shall be computed by the Calculation Agent on the basis of a 360-day year consisting of twelve 30-day
months, and dividends payable on the Series B Shares in respect of each Floating Rate Period shall be computed by the Calculation
Agent by multiplying the per annum dividend rate in effect for that Floating Rate Period by a fraction, the numerator of which
will be the actual number of days in that Floating Rate Period and the denominator of which will be 360, and multiplying the rate
obtained by $1,000 to determine the dividend per Series B Share. The Calculation Agent’s determination of any Dividend Rate,
and its calculation of the amount of dividends for any Dividend Period, will be maintained on file at the Company’s principal
offices and will be available to any Holder upon request and will be final and binding in the absence of manifest error. The Company
may terminate the appointment of the Calculation Agent and may appoint a successor agent at any time and from time to time, provided
that the Company shall use its best efforts to ensure that there is, at all relevant times when the Series B Shares are issued
and outstanding, a person or entity appointed and serving as such agent.


 


(ii)         Dividends
payable on Series B Shares on any Dividend Payment Date shall be paid in cash or, at the option of the Company, in lieu of paying
such cash dividends, the Company may instead effect a share capitalization by issuing new duly authorized and fully paid and nonassessable
Series B Shares (any such Series B Shares, “PIK Shares”) to the extent the Company chooses not to pay a cash
dividend. If the Company elects to effect a share capitalization by issuing PIK Shares in accordance with the foregoing, the number
of PIK Shares to be issued will be calculated by dividing the portion of such dividend not paid in cash by the Original Liquidation
Preference, and such PIK Shares shall be entitled to receive cumulative dividends at the rates specified in the preceding paragraph
from their date of issuance and shall otherwise be treated as Series B Shares for purposes of all other provisions hereof. The
Company may not effect a share capitalization by issuing PIK Shares to the extent (A) there are not sufficient authorized but unissued
Series B Shares to permit such share capitalization, (B) a Remarketing Process has commenced pursuant to Section 11 and not concluded
or terminated, or (C) from and after May 31, 2018, if the aggregate issuance of Ordinary Shares upon conversion of Series B Shares
and Series A Shares following such issuance of PIK Shares would be greater than 19.99% of the Ordinary Shares issued and outstanding
as of the date hereof (calculated using the methodology applied under Section 312.03 of the NYSE Listed Company Manual and assuming
that such Series B Shares were convertible pursuant to Section 7 at the time of the applicable Dividend Payment Date at a Conversion
Price equal to the value of clause (iii) of the definition of Floor Price), until such time as the Company obtains the Shareholder
Approval.


 




    	 	12	 



     


    

 


(iii)        Dividends
that are payable on the Series B Shares or any share capitalization effected on any Dividend Payment Date shall be payable, and
any PIK Shares shall be issuable, to Holders of record of the Series B Shares as they appear on the register of members of the
Company on the applicable record date, which shall be the 15th calendar day of the month immediately preceding such
Dividend Payment Date or such other record date fixed by the Board of Directors (or a duly authorized committee of the Board of
Directors) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend
Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is
a Business Day.


 


(iv)        In
connection with a Successful Remarketing of the Series B Shares, the Dividend Rate may be increased to an Modified Dividend Rate
in accordance with Section 11 below. If the Dividend Rate on the Series B Shares is increased in accordance with Section 11 below,
dividends shall accumulate at the Modified Dividend Rate pursuant to the terms of this Section 4 from (and including) the Remarketing
Settlement Date. Any reference herein to accumulated and unpaid dividends shall include any such dividends at the Modified
Dividend Rate, if applicable.


 


(b)           Cumulative
Dividends. Dividends on the Series B Shares shall be cumulative, and from and after any Dividend Payment Date or other date
on which any dividend or any payment upon redemption, or any Conversion Date on which any payment upon conversion, in each case
has accumulated or been deemed to have accumulated through such date has not been paid in full (the “Arrearage”),
additional dividends shall accumulate in respect of the Arrearage at the then-applicable Dividend Rate. Such additional dividends
in respect of any Arrearage shall be deemed to accumulate daily from such Dividend Payment Date, or other date on which any dividend
or any payment upon redemption or Conversion Date, whether or not earned or declared, until the Arrearage is paid and shall constitute
additional Arrearage from and after the immediately following Dividend Payment Date to the extent not paid on such Dividend Payment
Date. References in any Article herein to dividends that have “accumulated” or that have been deemed to have accumulated
with respect to the Series B Shares shall include the amount, if any, of any Arrearage together with any dividends accumulated
or deemed to have accumulated on such Arrearage pursuant to the immediately preceding two sentences.


 


(c)           Priority
of Dividends.


 


(i)          For
so long as any Series B Shares remain issued and outstanding, the Company will not, and will cause its Subsidiaries not to, declare,
pay or set apart funds for any dividends or other distributions with respect to any Junior Shares or redeem, repurchase or otherwise
acquire, or make a liquidation payment relating to, any Junior Shares, or make any guarantee payment with respect thereto, in any
case during or in respect of any Dividend Period (collectively, “Junior Payments”), unless: (1)(A) full
dividends (including any Arrearage and dividends accumulated in respect thereof) have been or contemporaneously are declared and
paid in cash or in kind on the Series B Shares for all Dividend Periods prior to the date of such Junior Payment and the Dividend
Period in which such Junior Payment falls, and (B) no PIK Shares are then issued and outstanding; (2) Fidelity & Guaranty Life
Insurance Company, or any successor “primary” insurance Subsidiary of the Company, maintains an A.M. Best Company financial
strength rating of A- or higher; (3) the Company is in compliance with the covenants set forth in Section 12(c); (4) any such Junior
Payments, when aggregated with all other Junior Payments, other than on the Series B Shares and the Series A Shares, in any given
fiscal year of the Company, does not represent an amount greater than 20% of the Normalized AOI of the Company for the preceding
fiscal year; and (5) if any Change of Control has occurred, the requirements of Section 12(c)(iv) were satisfied with respect to
such Change of Control; provided, however, that the foregoing restriction will not apply to:


 




    	 	13	 



     


    

 


A.           purchases,
redemptions or other acquisitions of Junior Shares (and the payment of cash in lieu of fractional shares in connection therewith)
required by any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers or
directors of the Company or any Subsidiary;


 


B.           the
purchase of fractional interests in Junior Shares pursuant to the conversion or exchange provisions of such Junior Shares;


 


C.           declaration
of a non-cash dividend on the Capital Stock of the Company in connection with the implementation of a shareholders rights plan
on customary terms designed to protect the Company against unsolicited offers to acquire its Capital Stock, or the issuance of
Capital Stock of the Company under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto;


 


D.           dividends
or distributions payable solely in Junior Shares, or warrants, options or rights to acquire Junior Shares; or


 


E.           conversions
of any Junior Shares into, or exchanges of any Junior Shares for, a class or series of other Junior Shares.


 


Notwithstanding anything contained herein
to the contrary, if any Junior Payment was permitted under this Section 4(c)(i) at the time it was declared or when it first became
a contractual obligation, it shall be deemed permitted hereunder at the time it is actually paid; provided that such Junior
Payment occurs within 60 days of such declaration or entry into such contractual obligation.


 


(ii)         For
so long as any Series B Shares remain issued and outstanding, if full dividends (including any Arrearage and dividends accumulated
in respect thereof) are not paid in full for any Dividend Period on the Series B Shares and any Parity Dividend Shares, all dividends
paid or declared for payment on a dividend payment date with respect to the Series B Shares and the Parity Dividend Shares shall
be shared (A) first ratably by the holders of any Parity Dividend Shares who have the right to receive dividends with respect to
past dividend periods for which such dividends were not declared and paid, in proportion to the respective amounts of the undeclared
and unpaid dividends relating to past dividend periods, and thereafter (B) ratably by the holders of Series B Shares and any Parity
Dividend Shares, in proportion to the respective amounts of the undeclared and unpaid dividends relating to the current dividend
period. Any proportional dividend on Parity Dividend Shares that have cumulative dividend rights will take into account the amount
of any accumulated but unpaid dividends and arrearage with respect to such shares. To the extent a dividend period with respect
to any Parity Dividend Shares coincides with more than one Dividend Period with respect to the Series B Shares, for purposes of
the immediately preceding sentence the Board of Directors shall treat such dividend period as two or more consecutive dividend
periods, none of which coincides with more than one Dividend Period with respect to the Series B Shares, or shall treat such dividend
period(s) with respect to any Parity Dividend Shares and Dividend Period(s) with respect to the Series B Shares for purposes of
the immediately preceding sentence in any other manner that it deems to be fair and equitable in order to achieve ratable payments
of dividends on such Parity Dividend Shares and the Series B Shares. To the extent a Dividend Period with respect to the Series
B Shares coincides with more than one dividend period with respect to any Parity Dividend Shares, for purposes of the first sentence
of this paragraph the Board of Directors shall treat such Dividend Period as two or more consecutive Dividend Periods, none of
which coincides with more than one dividend period with respect to such Parity Dividend Shares, or shall treat such Dividend Period(s)
with respect to the Series B Shares and dividend period(s) with respect to any Parity Dividend Shares for purposes of the first
sentence of this paragraph in any other manner that it deems to be fair and equitable in order to achieve ratable payments of dividends
on the Series B Shares and such Parity Dividend Shares. The term “dividend period” as used in this paragraph
means such dividend periods as are provided for in the terms of any Parity Dividend Shares and, in the case of Series B Shares,
Dividend Periods applicable to shares of Series B Shares; and the term “dividend payment dates” as used in this
paragraph means such dividend payment dates as are provided for in the terms of any Parity Dividend Shares and, in the case of
Series B Shares, Dividend Payment Dates applicable to Series B Shares.


 




    	 	14	 



     


    

 


(iii)        Subject
to this Section 4, such dividends (payable in cash, in kind, securities or other property) as may be determined by the Board of
Directors (or a duly authorized committee of the Board of Directors) may be declared and paid on any securities, including Junior
Shares and any Parity Dividend Shares, from time to time out of any funds legally available for such payment, and the Holders of
Series B Shares shall not be entitled to participate in any such dividends.


 


(iv)        Notwithstanding
any other section of this Section 4, the Company will not, and will cause its Subsidiaries not to, make any Junior Payment if such
payment would cause the aggregate issuance of Ordinary Shares upon conversion of Series B Shares and Series A Shares to be greater
than 19.99% of the Ordinary Shares issued and outstanding as of the date hereof (calculated using the methodology applied under
Section 312.03 of the NYSE Listed Company Manual and assuming that such Series B Shares were convertible pursuant to Section 7
at the time of the applicable Dividend Payment Date at a Conversion Price equal to the value of clause (iii) of the definition
of Floor Price), until such time as the Company obtains the Shareholder Approval.


 


Section 5.             Liquidation
Rights.


 


(a)          Liquidation.
Subject to applicable law, in the event of any voluntary or involuntary liquidation of the Company, Holders shall be entitled,
out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or
set aside for the holders of any Junior Liquidation Shares and subject to the rights of the holders of any Parity Liquidation Shares
and the rights of the Company’s creditors, to receive in full in respect of each Series B Share a liquidating distribution
in the amount of the Original Liquidation Preference plus all accumulated and unpaid dividends in respect of such share, whether
or not declared (including Arrearage and dividends accumulated in respect thereof) to, but excluding, the date fixed for liquidation
or, if applicable, the date of a Remarketing or repurchase pursuant to Section 11 or redemption pursuant to Section 6 (the “Liquidation
Preference”). Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary
winding up of the affairs, liquidation or dissolution of the Company other than what is expressly provided for in this Section
5.


 


(b)          Partial
Payment. If, following the commencement of any voluntary or involuntary liquidation of the Company, the assets of the Company
are not sufficient to pay the liquidating distributions payable with respect to the Series B Shares and the Parity Liquidation
Shares, the amounts paid to the Holders and to the holders of all Parity Liquidity Shares shall be paid pro rata in accordance
with the respective aggregate liquidating distributions to which they would otherwise be entitled.


 




    	 	15	 



     


    

 


(c)          Residual
Distributions. If the respective aggregate liquidating distributions to which all Holders and all holders of any Parity Liquidation
Shares are entitled have been paid, the holders of Junior Liquidation Shares shall be entitled to receive all remaining assets
of the Company according to their respective rights and preferences.


 


(d)          Merger,
Amalgamation, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, lease or other disposition
(for cash, shares, securities or other consideration) of all or substantially all of the assets of the Company shall not be deemed
to be a voluntary or involuntary liquidation of the Company, nor shall the consolidation, merger, amalgamation, binding share exchange
or reclassification or any similar transaction involving the Company (whether or not the Company is the surviving or resulting
entity) be deemed to be a voluntary or involuntary liquidation of the Company.


 


Section 6.             Redemption.


 


(a)          Optional
Redemption. The Series B Shares are perpetual and have no maturity date. The Series B Shares may not be redeemed prior to the
first Dividend Payment Date falling on or after November 30, 2022 (the “NC Date”); provided
that nothing herein shall be construed to limit the repurchase or acquisition by the Company or any Affiliate of the Company of
Series B Shares through privately negotiated transactions, tender offers or otherwise (including redemption under Section 6(b)).
The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds lawfully
available therefor, in whole or in part, the Series B Shares at the time issued and outstanding, at any time on or after the NC
Date, upon notice given as provided in Section 6(d) below, and at a redemption price in cash equal to the Liquidation Preference
(calculated as if the date of redemption was the date fixed for winding up) on the Series B Shares being redeemed (the “Redemption
Price”). In connection with a Successful Remarketing of the Series B Shares, the NC Date may be changed by the Board
of Directors to a later date as set forth in Section 11.


 


(b)          Redemption
of PIK Shares. The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out
of funds lawfully available therefor, in whole or in part, the PIK Shares at the time issued and outstanding, at any time, upon
notice given as provided in Section 6(d) below, for cash at the Redemption Price.


 


(c)          Notice
of Company Redemption. Notice of every redemption of Series B Shares (including any PIK Shares) pursuant to Section 6(a)or
Section 6(b) shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their
respective last addresses appearing on the register of members of the Company. In respect of any mailing pursuant to Section 6(a)
or Section 6(b), such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice
mailed as provided in this Section 6(c) shall be conclusively presumed to have been duly given, whether or not any Holder receives
such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder
of the Series B Shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other
Series B Shares. Each notice shall state:


 


(i)          the
expected redemption date;


 


(ii)         the
number of Series B Shares to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares
to be redeemed;


 


(iii)        the
applicable Redemption Price;


 




    	 	16	 



     


    

 


(iv)        the
place or places where the certificates for such shares are to be surrendered for payment of the Redemption Price; and


 


(v)         that
dividends on the shares to be redeemed will cease to accumulate on the redemption date.


 


Notwithstanding the foregoing, if the Series
B Shares are held by a Depositary, the Company may give such notice in any manner permitted by the Depositary.


 


(d)          Partial
Redemption. In case of any redemption of only part of the Series B Shares at the time issued and outstanding, the number of
Series B Shares to be redeemed from each Holder shall be pro rata in proportion to the number of issued and outstanding
Series B Shares held by such Holders. Subject to the provisions of this Section 6 and the Articles of Association, the Board of
Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon
which the Series B Shares shall be redeemed from time to time.


 


(e)          Effectiveness
of Redemption. If notice of redemption has been duly given pursuant to Section 6(c) and if on or before the redemption date
specified in the notice all funds necessary for payment of the applicable Redemption Price have been set aside by the Company,
separate and apart from its other assets, for the benefit of the Holders of the shares called for redemption, so as to be and continue
to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly
authorized committee thereof in trust for the pro rata benefit of the Holders of the shares called for redemption (the “Trust”),
then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on
and after the date of such deposit the voting rights and covenants set forth in Section 12 shall cease to be of further effect
and any PIK Shares in respect of which such deposit has been made shall be deemed to be not outstanding for purposes of Section
4(c)(i)(1)(B). On and after the redemption date all shares so called for redemption shall cease to be issued and outstanding, all
dividends with respect to such shares shall cease to accumulate on such redemption date and all other rights with respect to such
shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the
amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest.
The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders
of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of
three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event
of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors
of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid
to the Company, but shall in no event be entitled to any interest.


 


Section 7.             Right
of the Original Holders to Convert.


 


From and after November 30, 2027,
but subject to the last sentence of this Section 7, each Original Holder shall have the right, at such Original Holder’s
option (including after a notice of redemption has been given pursuant to Section 6(a) or Section 6(b) but prior to the date of
actual redemption), to convert all or any portion of such Original Holder’s Series B Shares at any time into a number of
Ordinary Shares equal to the then-applicable Conversion Rate multiplied by the number of Series B Shares to be converted (subject
to the conversion procedures of Section 8), plus cash in lieu of fractional shares. Notwithstanding the foregoing, an Original
Holder shall not be permitted to exercise its right of conversion with respect to any Series B Shares unless it has first sought
the Remarketing of such Series B Shares pursuant to Section 11, and such Series B Shares are not disposed of in accordance with
the terms thereof (including as a result of an Unsuccessful Remarketing). The right of conversion set forth in this Section 7 shall
only be exercisable by the Original Holders, and no subsequent Holders shall be entitled thereto.


 




    	 	17	 



     


    

 


Section 8.             Conversion
Procedures.


 


(a)          Conversion
Date. Effective immediately prior to the close of business on any applicable Conversion Date, dividends shall no longer be
declared or payable on any such converted Series B Shares and such Series B Shares shall cease to be issued and outstanding, in
each case, subject to the right of the Original Holders to receive any payments to which they are entitled to as of such time pursuant
to the terms hereof.


 


(b)          Rights
Prior to Conversion. No allowance or adjustment, except pursuant to Section 9, shall be made in respect of dividends payable
to holders of the Ordinary Shares of record as of any date prior to the close of business on any applicable Conversion Date. Prior
to the close of business on any applicable Conversion Date, Ordinary Shares issuable upon conversion of, or other securities issuable
upon conversion of, any Series B Shares shall not be deemed issued and outstanding for any purpose, and Holders shall have no rights
with respect to the Ordinary Shares or other securities issuable upon conversion (including voting rights, rights to respond to
tender offers for the Ordinary Shares or other securities issuable upon conversion and rights to receive any dividends or other
distributions on the Ordinary Shares or other securities issuable upon conversion) by virtue of holding Series B Shares; provided
that nothing in this Section 8(b) shall be deemed to restrict or limit the rights of Holders under the terms of the Series B Shares
themselves, including the voting rights set forth in Section 12 and the rights to dividends and liquidating distributions set forth
in Section 4 and Section 5, respectively.


 


(c)          Record
Holder of the Ordinary Shares. Each conversion will be deemed to have been effective as to any Series B Shares surrendered
for conversion on the Conversion Date; provided, however, that the Person or Persons entitled to receive the Ordinary
Shares and/or cash, securities or other property issuable upon conversion of the Series B Shares shall be treated for all purposes
as the record holder(s) of such Ordinary Shares and/or securities as of the close of business on the last Trading Day of the period
used to determine the relevant Conversion Price for such conversion. In the event that an Original Holder shall not by written
notice designate the name in which Ordinary Shares and/or cash, securities or other property (including payments of cash in lieu
of fractional shares) to be issued or paid upon conversion of Series B Shares should be registered or paid or the manner in which
such shares should be delivered, the Company shall be entitled to register and deliver such shares, and make such payment, in the
name of the Original Holder and in the manner shown on the records of the Company or, in the case of Global Preferred Shares, through
the facilities of the Depositary. The Ordinary Shares and/or cash, securities or other property issuable upon conversion of the
Series B Shares shall be delivered by the Company no later than the third Business Day following the last Trading Day of the period
used to determine the relevant Conversion Price for such conversion.


 


(d)          Conversion
Procedure. An Original Holder may commence a conversion pursuant to this Section 8 by delivering a complete and manually signed
conversion notice, in the form provided by the Conversion Agent, or a facsimile of the conversion notice, to the Conversion Agent,
provided that such notice may, pursuant to a written notice thereunder be made contingent upon (but only upon) the successful completion
of any registered public offering of the Ordinary Shares to be issued on such conversion that is being conducted pursuant to the
registration rights attaching to such Ordinary Shares at such time and such notice shall in all other respects be irrevocable (the
date on which such notice is received, the “Conversion Notice Date”; provided that, if such date is not
a Business Day or such compliance does not occur prior to the close of business on such date, the Conversion Notice Date shall
be the next Business Day).


 




    	 	18	 



     


    

 


On or before the 31st Trading
Day following the Conversion Notice Date (the “Conversion Date”), the Original Holder must:


 


(i)          surrender
the Series B Shares to the Conversion Agent (if the Series B Shares are certificated);


 


(ii)         pay
any funds equal to the dividends payable on the next Dividend Payment Date that such Holder is required to pay under this Section
8(d);


 


(iii)        if
required, furnish customary endorsements and transfer documents; and


 


(iv)        if
required, pay any share transfer, documentary, stamp or similar taxes not payable by the Company pursuant to Section 22.


 


If an Original Holder’s interest is
a beneficial interest in a global certificate representing Series B Shares, in order to convert an Original Holder must comply
with clauses (ii), (iii) and (iv) listed above and comply with the Depositary’s procedures for converting a beneficial interest
in a global security.


 


Provided that the Original Holder has complied
with the foregoing, on the Conversion Date, the Conversion Agent shall, on such Original Holder’s behalf, convert the Series
B Shares into Ordinary Shares, (x) in accordance with the terms of the notice delivered by such Original Holder to the Conversion
Agent or (y) otherwise pursuant to any applicable Depositary procedures, if applicable.


 


If an Original Holder converts its Series
B Shares after the close of business on a Dividend Record Date, but prior to the open of business on the Dividend Payment Date
corresponding to such Dividend Record Date, then (x) the Original Holder of such Series B Shares at the close of business on such
Dividend Record Date shall be entitled, notwithstanding such conversion, to receive, on such Dividend Payment Date, the unpaid
dividends that have accrued on such Series B Shares to, but excluding, such Dividend Payment Date; and (y) the Original Holder
of such Series B Shares must, upon surrender of such Series B Shares for conversion, accompany such Series B Shares with an amount
of cash equal to the dividends that will be payable on such Series B Shares on such Dividend Payment Date.


 


(e)          Conversion
Effect. The conversion may be effected in any manner permitted by applicable law and the Articles of Association, including
redeeming or repurchasing the relevant Series B Shares and applying the proceeds thereof towards payment for the new Ordinary Shares.
For purposes of the repurchase or redemption, the Board of Directors may, subject to the Company being able to pay its debts in
the ordinary course of business, make payments out of amounts standing to the credit of the Company’s share premium account
or out of its capital. Until such time as the Company obtains the approval of its shareholders of the conversion of the Series
B Shares into Ordinary Shares for purposes of Section 312.03 of the NYSE Listed Company Manual (the “Shareholder Approval”),
notwithstanding anything to the contrary in this Section 8, the aggregate issuance of Ordinary Shares upon conversion of Series
B Shares and Series A Shares shall be capped at 19.99% of the Ordinary Shares issued and outstanding as of the date hereof and
the Original Holder shall not be entitled to any cash or other consideration for Ordinary Shares not received due to this limitation.


 




    	 	19	 



     


    

 


Section 9.            Anti-Dilution
Adjustments.


 


(a)          Adjustments.
The Floor Price will be subject to adjustment, without duplication, under the following circumstances:


 


(i)          the
issuance to all holders of Ordinary Shares of Ordinary Shares as a dividend, bonus shares or distribution to all holders of Ordinary
Shares, or a subdivision or combination of Ordinary Shares, in which event the Floor Price will be adjusted based on the following
formula:


 


FP1 = FP0
/ (OS1 / OS0) 


 


where,


 


	 	FP0   =   	the Floor Price in effect at the close of business on the Record Date
	 	 	 
	 	FP1   =   	the Floor Price in effect immediately after the Record Date
	 	 	 
	 	OS0   =   	the number of Ordinary Shares issued and outstanding at the close of business on the Record Date prior to giving effect to such event
	 	 	 
	 	OS1   =   	the number of Ordinary Shares that would be issued and outstanding immediately after, and solely as a result of, such event


 


(ii)         the
issuance to all holders of Ordinary Shares of rights or warrants (including convertible securities) entitling them for a period
expiring 60 days or less from the date of issuance of such rights or warrants to purchase Ordinary Shares at an exercise price
per share less than (or having a conversion price per share less than) the Current Market Price as of the date such issuance is
publicly announced, in which event the Floor Price will be adjusted based on the following formula:


 


FP1 = FP0
/ [(OS0 + X) / (OS0 + Y)] 


 


where, 


 


	 	FP0   =   	the Floor Price in effect at the close of business on the Record Date
	 	 	 
	 	FP1   =   	the Floor Price in effect immediately after the Record Date
	 	 	 
	 	OS0   =   	the number of Ordinary Shares issued and outstanding at the close of business on the Record Date prior to giving effect to such event
	 	 	 
	 	X   =   	the total number of shares of Ordinary Shares issuable pursuant to such rights (or upon conversion of such securities)
	 	 	 
	 	Y   =   	the aggregate price payable to exercise such rights (or the aggregate conversion price for such securities paid upon conversion) divided by the average of the VWAP of the Ordinary Shares over each of the 10 consecutive Trading Days prior to the Business Day immediately preceding the announcement of the issuance of such rights


 




    	 	20	 



     


    

 


However, the Floor Price will be
readjusted to the extent that any such rights or warrants are not exercised prior to their expiration; provided that such
readjustment shall not have any effect on Series B Shares that had been converted prior to such readjustment or on the Ordinary
Shares issued pursuant thereto, and such readjustment shall apply only to such Series B Shares that remain issued and outstanding
at the time of such readjustment.


 


(iii)        the
dividend or other distribution to all holders of Ordinary Shares of shares in the capital of the Company (other than Preferred
Shares), rights or warrants (including convertible securities) to acquire shares of the Company or evidences of its indebtedness
or its assets (excluding any dividend, distribution or issuance covered by clause (i) or (ii) above or (iv) below), in which event
the Floor Price will be adjusted based on the following formula:


 


FP1 = FP0
/ [SP0 / (SP0 – FMV)]


 


where,


 


	 	FP0   =   	the Floor Price in effect at the close of business on the Record Date
	 	 	 
	 	FP1   =   	the Floor Price in effect immediately after the Record Date
	 	 	 
	 	SP0   =   	the Current Market Price as of the Record Date
	 	 	 
	 	FMV   =   	the fair market value (as reasonably determined by the Board of Directors) on the Record Date of the shares of the Company, rights or warrants, or evidences of indebtedness or assets so distributed, expressed as an amount per Ordinary Share


 


However, if the transaction that
gives rise to an adjustment pursuant to this clause (iii) is one pursuant to which the payment of a dividend, bonus shares or other
distribution on shares in the capital of the Company (other than Preferred Shares) consists of shares of, or similar equity interests
in, a Subsidiary or other business unit of the Company (e.g., a spin-off), that are, or, when issued, will be, traded on a securities
exchange or quoted on a quotations facility in the U.S. or elsewhere, then the Floor Price will instead be adjusted based on the
following formula:


 




    	 	21	 



     


    

 


FP1 = FP0
/ [(FMV0 + MP0 ) / MP0]


 


where,


 


	 	FP0   =   	the Floor Price in effect at the close of business on the Record Date
	 	 	 
	 	FP1   =   	the Floor Price in effect immediately after the Record Date
	 	 	 
	 	FMV0   =   	the average of the VWAP of the shares, similar equity interests or other securities distributed to holders of Ordinary Shares applicable to one Ordinary Share over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such shares, similar equity interests or other securities on the principal exchange or other market on which they are then listed, quoted or traded
	 	 	 
	 	MP0   =   	the average of the VWAP of the Ordinary Shares over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution on the principal exchange or other market on which Ordinary Shares is then listed or quoted; and 


 


(iv)        the
Company or one or more of its Subsidiaries make purchases of Ordinary Shares pursuant to a tender or exchange offer by the Company
or a Subsidiary of the Company for Ordinary Shares to the extent (as reasonably determined by the Board of Directors) that the
cash and value of any other consideration included in the payment per Ordinary Share validly tendered or exchanged exceeds the
VWAP per Ordinary Share on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to
such tender or exchange offer (the “Expiration Date”), in which event the Floor Price will be adjusted based
on the following formula:


 


FP1 = FP0
/ [[FMV + (SP1 x OS1 )] / (SP1 x OS0 )]


 


where,


 


	 	FP0   =   	the Floor Price in effect at the close of business on the Expiration Date
	 	 	 
	 	FP1   =   	the Floor Price in effect immediately after the Expiration Date
	 	 	 
	 	FMV   =   	the fair market value (as reasonably determined by the Board of Directors), on the Expiration Date, of the aggregate value of all cash and any other consideration paid or payable for Ordinary Shares validly tendered or exchanged and not withdrawn as of the Expiration Date (the “Purchased Shares”)


 




    	 	22	 



     


    

 


	 	OS1   =   	the number of Ordinary Shares issued and outstanding as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Time”) (treating all Purchased Shares as issued and outstanding at the Expiration Time), less any Purchased Shares
	 	 	 
	 	OS0   =   	the number of shares of Ordinary Shares issued and outstanding at the Expiration Time, including any Purchased Shares
	 	 	 
	 	SP1   =   	the average of the VWAP of the Ordinary Shares over each of the 10 consecutive Trading Days commencing on the Trading Day immediately after the Expiration Date.


 


(b)          Calculation
of Adjustments. Each adjustment to the Floor Price shall be calculated by the Company as soon as reasonably practicable after
the event requiring such adjustment has been consummated (and all factors necessary to calculate such adjustment are known), in
each case to the nearest 1/10,000th of one Ordinary Share (or if there is not a nearest 1/10,000th of a share, to the next lower
1/10,000th of a share). Notwithstanding anything herein to the contrary, except in the case of a combination or reverse stock split
of Ordinary Shares pursuant to Section 9(a)(i), in no case will any adjustment be made if it would result in an increase to the
then effective Floor Price. No adjustment to the Floor Price will be required unless such adjustment would require an increase
or decrease of at least 1%; provided, however, that any such minor adjustments that are not required to be made,
and are not made, will be carried forward and taken into account in any subsequent adjustment; and provided, further,
that any such adjustment of less than one percent that has not been made will be made upon (x) the date of any notice of redemption
of the Series B Shares in accordance with the provisions hereof and (y) any Conversion Date.


 


(c)          When
No Adjustment Required.


 


(i)          Except
as otherwise provided in this Section 9, the Floor Price will not be adjusted for the issuance of Ordinary Shares or any securities
convertible into or exchangeable for Ordinary Shares or carrying the right to purchase any of the foregoing or for the repurchase
of Ordinary Shares.


 


(ii)         No
adjustment to the Floor Price need be made:


 





	 	A.	upon the issuance of any Ordinary Shares pursuant to any present or future customary plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment, at market prices, of additional optional amounts in Ordinary Shares; or 
	 	 	 
	 	B.	upon the issuance of any Ordinary Shares or options or rights to purchase Ordinary Shares pursuant to any present or future employee or director benefit plan or program of or assumed by the Company or any of its Subsidiaries or other Affiliates; or
	 	 	 
	 	C.	upon the issuance of any Ordinary Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security issued and outstanding as of the date hereof; or




 




    	 	23	 



     


    

 





	 	D.	upon the repurchase of any Ordinary Shares pursuant to an open-market share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described under Section 9(a)(iv); or
	 	 	 
	 	E.	for accrued and unpaid interest, if any.




  


(iii)        No
adjustment to the Floor Price will be made to the extent that such adjustment would result in the Conversion Price being less than
the par value of the Ordinary Shares.


 


(iv)        Notwithstanding
any other provision herein to the contrary, no adjustment shall be made (1) in respect of an event otherwise requiring an adjustment
under this Section 10, except to the extent such event is actually consummated or (2) if the holder of the Series B Shares shall
be entitled to receive the distribution described under Section 9(a)(i)-(iii) or participate in the event described in Section
9(a)(i)-(iv), whether on an as-converted basis (based on a Conversion Price equal to the higher of (A) a 5.0% discount to the VWAP
per Ordinary Share on the Trading Day preceding the ex-date of such distribution and (B) the Floor Price) or due to becoming the
record holder of the Ordinary Shares upon the conversion of the Series B Shares.


 


(d)          Record
Date. For purposes of this Section 9, “Record Date” means, with respect to any dividend, distribution or
other transaction or event in which the holders of the Ordinary Shares have the right to receive any cash, securities or other
property or in which the Ordinary Shares (or other applicable security) is exchanged for or converted into any combination of cash,
securities or other property, the date fixed for determination of holders of the Ordinary Shares entitled to receive such cash,
securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).


 


(e)          Successive
Adjustments. After an adjustment to the Floor Price under this Section 9, any subsequent event requiring an adjustment under
this Section 9 shall cause an adjustment to such Floor Price as so adjusted.


 


(f)          Multiple
Adjustments. For the avoidance of doubt, if an event occurs that would trigger an adjustment to the Floor Price pursuant to
this Section 9 under more than one subsection hereof, such event, to the extent taken into account in any adjustment, shall not
result in any other adjustment hereunder.


 


(g)          Notice
of Adjustments. Whenever a Floor Price is adjusted as provided under this Section 9, the Company shall within 10 Business Days
following the occurrence of an event that requires such adjustment (or if the Company is not aware of such occurrence, within 10
Business Days after becoming so aware):


 


(i)          compute
the adjusted applicable Floor Price in accordance with this Section 9 and prepare and transmit to the Conversion Agent an Officers’
Certificate setting forth such adjusted applicable Floor Price, the method of calculation thereof in reasonable detail and the
facts requiring such adjustment and upon which such adjustment is based; and


 


(ii)         provide
a written notice to the Original Holders of the occurrence of such event and a statement in reasonable detail setting forth the
method by which the adjustment to the applicable Floor Price was determined and setting forth the adjusted applicable Floor Price.


 




    	 	24	 



     


    

 


(h)          Conversion
Agent. The Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any
facts exist that may require any adjustment of the applicable Floor Price or with respect to the nature, extent or calculation
of any such adjustment when made, or with respect to the method employed in making the same. The Conversion Agent shall be fully
authorized and protected in relying on any Officers’ Certificate delivered pursuant to this Section 9(h) and any adjustment
contained therein and the Conversion Agent shall not be deemed to have knowledge of any adjustment unless and until it has received
such certificate. The Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of
any Ordinary Shares, or of any other securities or property, that may at the time be issued or delivered with respect to any Series
B Shares; and the Conversion Agent makes no representation with respect thereto. The Conversion Agent shall not be responsible
for any failure of the Company to issue, transfer or deliver any Ordinary Shares pursuant to the conversion of Series B Shares
or to comply with any of the duties, responsibilities or covenants of the Company contained in this Section 9.


 


(i)          Fractional
Shares. No fractions of Ordinary Shares will be issued to holders of the Series B Shares upon conversion. In lieu of fractional
shares otherwise issuable, holders will be entitled to receive an amount in cash equal to the fraction of an Ordinary Share, calculated
on an aggregate basis in respect of the Series B Shares being converted, multiplied by the Closing Price of the Ordinary
Shares on the Trading Day immediately preceding the applicable Conversion Date.


 


Section 10.           Adjustment
for Reorganization Events.


 


(a)          Reorganization
Events. In the event of:


 


(i)          any
consolidation, merger, amalgamation, binding share exchange or reclassification involving the Company in which all or substantially
all issued and outstanding Ordinary Shares are converted into or exchanged for cash, securities or other property of the Company
or another Person; or


 


(ii)         the
completion of any sale or other disposition in one transaction or a series of transactions of all or substantially all the assets
of the Company to another Person;


 


each of which is referred to as a “Reorganization
Event”, each Series B Share issued and outstanding immediately prior to such Reorganization Event will, without the consent
of the Holders of the Series B Shares, become convertible into the kind and amount of securities, cash and other property, if any
(the “Exchange Property”), receivable in such Reorganization Event (without any interest thereon, and without
any right to dividends or distributions thereon that have a record date that is prior to the applicable Conversion Date) per Ordinary
Share by a holder of Ordinary Shares that is not a Person with which the Company effected such consolidation, merger, binding share
exchange or reclassification, or to which such sale or other disposition was made, as the case may be (each of the Company and
any such other Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization
Event provides for different treatment of Ordinary Shares held by Affiliates and non-Affiliates of the Company; provided
that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for
each Ordinary Share held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate
thereof (due to elections or otherwise), then for the purpose of this Section 10(a), the kind and amount of securities, cash and
other property receivable upon such Reorganization Event will be deemed to be the weighted average of the types and amounts of
consideration received by the holders of Ordinary Shares (other than Constituent Persons and Affiliates thereof) that affirmatively
make an election (or of all such holders if none make an election). On each Conversion Date following a Reorganization Event, the
Conversion Rate then in effect will be applied to the Exchange Property received per Ordinary Share, as determined in accordance
with this Section 10.


 




    	 	25	 



     


    

 


(b)          Successive
Reorganization Events. The above provisions of this Section 10 shall similarly apply to successive Reorganization Events and
the provisions of Section 9 shall apply to any securities of the Company (or any successor) received by the holders of the Ordinary
Shares in any such Reorganization Event.


 


(c)          Reorganization
Event Notice. The Company (or any successor) shall, within 20 days after the occurrence of any Reorganization Event, provide
written notice to the Original Holders of such occurrence of such event and of the kinds and amounts of the cash, securities or
other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section
10.


 


Section 11.           Remarketing.


 


(a)          At
any time following November 30, 2022, unless a Competing Remarketing is occurring and has not terminated, the Original
Holders may elect, at their option, to cause the Company to engage the Remarketing Agent(s) on either a “best efforts”
or firm commitment basis at the option of the Company and enter into the Remarketing Agreement to remarket the Series B Shares
in accordance with this Section 11 (a “Remarketing”). Each electing Original Holder (collectively, the “Participating
Holders”) may have all, but not less than all, of their Series B Shares remarketed in such Remarketing by delivering
such Series B Shares, along with written notice of their election (a “Remarketing Notice”), to the Company and
the Transfer Agent. The Remarketing Agent(s) shall be selected by the Company, in consultation with the Original Holders, pursuant
to Section 11(l). The Original Holders may, as a group, only cause one Remarketing pursuant to this Section 11; provided,
that following each Unsuccessful Remarketing hereunder, the Original Holders, as a group, shall be permitted to cause another Remarketing;
provided, further, that any remarketing pursuant to Section 11(h) of the Series A Certificate of Designations in
which the Original Holders elect to participate shall not be deemed a Remarketing for the purposes of this Certificate of Designations.
Nothing in this Section 11 shall preclude the Company from exercising its redemption rights under Section 6(a) at any time permitted
thereunder.


 


(b)          Upon
receipt of any Remarketing Notice, the Company shall use its reasonable best efforts to engage the Remarketing Agent(s) and enter
into the Remarketing Agreement as promptly as practicable, but in any event within 30 days after receipt of such Remarketing Notice
(the “Engagement Deadline”). The Company shall notify the Remarketing Agent(s) in writing of the aggregate number
of Series B Shares to be remarketed and shall provide such other information and cooperation to the Remarketing Agent(s) as is
reasonably necessary or desirable to conduct the Remarketing.


 


(c)          The
Company shall cause the Remarketing to be conducted over a period of up to 10 consecutive Business Days (or such longer period
as the Company, the Remarketing Agent and the Participating Holders may mutually agree (each such period, a “Remarketing
Period”)) selected by the Company, the Remarketing Agent and the Participating Holders that falls during the Remarketing
Window. Pursuant to, and subject to the terms of, the Remarketing Agreement, the Company shall cause the Remarketing Agent(s) to
use its reasonable best efforts to remarket such Series B Shares at or above the Original Remarketing Price.


 




    	 	26	 



     


    

 


(d)          If
the Remarketing Agent(s) determine, prior to the commencement of the Remarketing Period, that the Remarketing is unlikely to be
successful at or above the Original Remarketing Price on the existing terms of the Series B Shares, then the Remarketing Agent(s)
shall notify the Company and the Participating Holders thereof. In such event, the Participating Holders, in connection with the
Remarketing, may either (i) terminate the Remarketing by delivery of written notice thereof to the Company (any such terminated
Remarketing shall constitute an Unsuccessful Remarketing for purposes of this Certificate of Designations), or (ii) request, in
writing, that the dividend rate on all Series B Shares (whether or not remarketed) be increased by the Company to a rate that would
allow the Series B Shares to be remarketed at the Original Remarketing Price and, if the Board of Directors so approves, such dividends
will be payable quarterly in arrears, commencing on the January 1, April 1, July 1 or October 1 immediately succeeding the Remarketing
Settlement Date in accordance herewith, when, as and if declared by the Board of Directors. In addition, pursuant to the terms
hereof, (A) the earliest redemption date for the Series B Shares may be changed to be a later date, and (B) such other changes
to the terms of the Series B Shares as may be agreed between the Company and the Participating Holders may be made. These modifications
shall become effective if the Remarketing is successful, without the consent of the Holders and notwithstanding anything to the
contrary in this Certificate of Designations, on the Remarketing Settlement Date. If a Successful Remarketing occurs, the Company
will request the Depositary to notify the Depositary Participants holding Series B Shares of any Modified Dividend Rate, Modified
Redemption Date, dividend payment dates and other modified terms (any such terms, “Modified Terms”) for the
Series B Shares on the Business Day following the date of the Successful Remarketing. Any Modified Terms shall be made with the
intention of preserving any then-existing rating agency equity credit for the Series B Shares. In the event of any Remarketing
on Modified Terms, the Company shall cause the Remarketing Agent(s) to use its reasonable best efforts to remarket such Series
B Shares during the Remarketing Period on the Modified Terms at the highest price reasonably attainable by the Remarketing Agent(s),
but, without the prior consent of the Participating Holders, no less than 90% of the Liquidation Preference for the Series B Shares
to be remarketed (any such price, a “Modified Remarketing Price”).


 


(e)          If
the Remarketing Agent(s) is able to remarket such Series B Shares for a Remarketing Price permitted by this Section 11 in the Remarketing
in accordance with the Remarketing Agreement (a “Successful Remarketing”), the Company and the Participating
Holders shall cause the Transfer Agent to transfer the remarketed Series B Shares to the Remarketing Agent(s) upon confirmation
of the Company’s receipt of proceeds of such Successful Remarketing. Settlement shall occur on the Remarketing Settlement
Date. The Remarketing Agent(s) shall remit the proceeds of the Successful Remarketing to the Participating Holders on the Remarketing
Settlement Date.


 


(f)          If,
in spite of its reasonable best efforts, the Remarketing Agent(s) cannot remarket the Series B Shares as set forth above during
the Remarketing Period at a price not less than the Remarketing Price or the Modified Remarketing Price, as applicable, or a condition
precedent set forth in the Remarketing Agreement is not fulfilled, the Remarketing will be deemed to have been unsuccessful (an
“Unsuccessful Remarketing”). The Company shall notify, in writing, the Participating Holders and the Transfer
Agent of the Unsuccessful Remarketing on the Business Day immediately following the last date of the Remarketing Period. Promptly
(but in any event within five Business Days) after receipt of written notice from the Company of an Unsuccessful Remarketing, the
Transfer Agent will return Series B Shares to the appropriate Holders. The Remarketing to which such any Unsuccessful Remarketing
relates shall terminate for all purposes upon the delivery of the notification set forth in the immediately preceding sentence.


 




    	 	27	 



     


    

 


(g)          If
there is a Successful Remarketing at a Modified Remarketing Price, then the Company shall reimburse (the “Remarketing
Reimbursement”) each Participating Holder (the “Reimbursed Holders”) for an amount equal to the excess,
if any, of the Liquidation Preference for the Series B Shares that such Reimbursed Holder elected to include in the Remarketing
over the aggregate Modified Remarketing Price of such Series B Shares (the “Remarketing Loss”); provided
that the Remarketing Loss with respect to any Series B Share shall not exceed 10% of the Liquidation Preference for such Series
B Share. The Remarketing Reimbursement may be paid by the Company in cash or by issuing duly authorized and fully paid and nonassessable
Ordinary Shares or by a combination thereof, in the Company’s discretion. Any Remarketing Reimbursement to be paid in cash
shall be paid to the Reimbursed Holders on the Remarketing Settlement Date. If any portion of the Remarketing Reimbursement is
paid by the delivery of Ordinary Shares (such dollar amount, the “Remarketing Loss Share Amount”), then (x)
the number of Ordinary Shares deliverable in respect of such portion shall be equal to the result of (i) the portion of the Remarketing
Loss being reimbursed in Ordinary Shares, divided by (ii) a dollar amount equal to the higher of (A) an 8.0% discount to
the average of the VWAP per Ordinary Share on each of the 30 consecutive Trading Days from, but excluding the Remarketing Settlement
Date (the “Remarketing Loss Share Pricing Period”), and (B) $6.00, and (y) such Ordinary Shares shall be
delivered to the Reimbursed Holders on the first Business Day following the end of the Remarketing Loss Share Pricing Period plus
an amount in cash equal to the Remarketing Interest Amount. The Remarketing Reimbursement shall be treated by the Company and the
Original Holders as proceeds from the sale or exchange of Series B Shares for United States federal (and other applicable) tax
purposes.


 


(h)          Within
five Business Days after receipt of any Remarketing Notice, the Company shall notify the Original Series A Holders (but only if
they still hold Series A Shares) of the Remarketing (a “Series A Remarketing Notice”) and provide for a process
by which such Original Series A Holders may elect to participate in the Remarketing, subject to the terms of this Section 11(h).
The Remarketing Notice shall specify the anticipated timing for the Remarketing and the Engagement Deadline. The electing Original
Series A Holders (the “Participating Series A Holders”) may have their Series A Shares remarketed in such Remarketing
by delivering their Series A Shares, along with written notice of their election (a “Series A Participation Notice”),
to the Company and the Transfer Agent (with a copy of such notice to the Original Holders) by the Engagement Deadline. Any such
election shall be irrevocable with respect to such Remarketing. With respect to the remarketing of any Series A Shares included
in any Remarketing pursuant to this Section 11(h) (the “Included Series A Shares”): (i) the Included Series
A Shares shall be treated equivalently to the Series B Shares; (ii) the Participating Holders shall be entitled to control the
Remarketing and make all decisions in respect of the Remarketing pursuant to this Section 11 and the Remarketing Agreement, including
the termination of any Remarketing; (iii) the Company shall cause any Modified Terms to be applied to the Series A Shares; and
(iv) if the Remarketing Agent(s) advise the Company and the Participating Holders that in its opinion the number of Series B Shares
and Included Series A Shares proposed to be included in such Remarketing exceeds the number of Series B Shares and Included Series
A Shares which can be sold in such Remarketing without materially delaying or jeopardizing the success of the Remarketing (including
the amount of the Remarketing Price for the Series B Shares and Included Series A Shares proposed to be sold in such Remarketing),
the Company shall cause the Remarketing Agent(s) to remarket only such number of Series B Shares and Included Series A Shares that
in the opinion of such Remarketing Agent(s) can be sold in such Remarketing without materially delaying or jeopardizing the success
of the Remarketing (including the amount of the Remarketing Price for the Series B Shares and Included Series A Shares proposed
to be sold in such Remarketing), and (v) the Participating Series A Holders shall be liable for the underwriting discounts and
commissions in accordance with Section 14(b). The reduced number of Series B Shares and Included Series A Shares to be included
in any such Remarketing will be calculated in proportion to the aggregate amount of liquidation preference represented by Series
B Shares and Included Series A Shares that were to be included in such Remarketing.


 


(i)          The
Company agrees to use its reasonable best efforts to ensure that, if required by applicable law, a registration statement, including
a prospectus, under the Securities Act with regard to the full amount of the Series B Shares to be remarketed in the Remarketing
in each case shall be effective with the United States Securities and Exchange Commission in a form that may be used by the Remarketing
Agent(s) in connection with such Remarketing (unless such registration statement is not required under the applicable laws and
regulations that are in effect at that time or unless the Company conducts the Remarketing in accordance with an exemption under
the securities laws (including Rule 144A under the Exchange Act)).


 




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(j)          In
connection with a Remarketing, the Board of Directors shall determine any Modified Terms pursuant to Section 11(d) after consultation
with the Remarketing Agent; provided that any such changes are only those either requested by the Participating Holders
or to which the Participating Holders consent. In the event of a Successful Remarketing, the Dividend Rate may be increased, a
Modified Redemption Date may be established, and/or other Modified Terms may be established, in each case, on the Remarketing Settlement
Date, to the applicable Modified Dividend Rate and/or Modified Redemption Date as determined by the Board of Directors after consultation
with the Remarketing Agent(s), and the Company shall (i) notify each of the Transfer Agent and the Conversion Agent by an Officer’s
certificate delivered to the Transfer Agent and the Conversion Agent and (ii) request the Depositary to notify its Depositary
Participants holding Series B Shares, in each case, of the Modified Terms established for the Series B Shares during the Remarketing
on the Business Day following the date of the Successful Remarketing. The Dividend Rate cannot be decreased, and no modification
that is detrimental to the Holders can be made, in connection with a Remarketing. Any modified terms of the Series B Shares in
connection with a Remarketing shall apply to every Series B Share, whether or not remarketed, and to every Series A Share (without
any further action by the holders of Series A Shares). In the event of an Unsuccessful Remarketing, the Dividend Rate and the other
terms of the Series B Shares will not be modified.


 


(k)          The
Company shall provide the Original Holders (but only if they hold any Series B Shares) with written notice of the termination of
any remarketing pursuant to Section 11 of the Series A Certificate of Designations. Any change or modification to the terms of
the Series A Shares as a result of any Series A Remarketing shall also be applied to the terms of the Series B Shares (without
any further action by the Holders). The Modified Dividend Rate cannot result in an overall rate that is less than the then-applicable
Dividend Rate, and no modification that is detrimental to the Holders can be made, in connection with modifications to the Series
B Shares resulting from a Series A Remarketing. Any participation by an Original Holder in a Remarketing pursuant to Section 11(h)
of the Series A Certificate of Designation shall not constitute a Remarketing pursuant to this Section 11.


 


(l)          The
Company shall, within 10 days of the receipt of a Remarketing Notice, select, in consultation with, and subject to the approval
of, the Original Holders, the Remarketing Agent(s) for any Remarketing; provided that (A) the Original Holders may not unreasonably
withhold, delay or condition their approval and (B) that any Remarketing Agent(s) so selected shall be a financial institution
of nationally recognized standing in the United States. The Company shall cause any Remarketing Agreement to contain terms that
reflect, and are consistent with, the terms of this Section 11. If the Company fails to select a Remarketing Agent within 10 days
of the receipt of a Remarketing Notice, the Original Holders shall select the Remarketing Agent subject to the proviso provided
under clause (B) in this Section 11(l).


 


(m)          The
Company shall provide written notice of any modifications to the terms of the Series B Shares as a result of a Remarketing or a
Series A Remarketing to all Holders within five Business Days after the time any such modifications become effective.


 


Section 12.           Voting
Rights.


 


(a)          General.
The Holders shall not be entitled to vote on, consent to or take any other action with respect to any matter except as set forth
herein or as otherwise required by applicable law.


 




    	 	29	 



     


    

 


(b)          Right
to Appoint Two Directors Upon Nonpayment Events.


 


(i)          If
and whenever dividends on the Series B Shares, or on any other class or series of Parity Dividend Share, have not been declared
or paid in an aggregate amount equal, as to any particular class or series, to at least six quarterly dividend periods, whether
consecutive or not (a “Nonpayment”), the Holders, together with the holders of any and all classes and series
of Parity Dividend Share having “like voting rights” (i.e., being similarly entitled to vote for two additional directors
at such time) (the Holders and any such other holders, collectively, the “Voting Holders”), shall have the right,
voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on
the liquidation preference of each such class or series), to the exclusion of the holders of Ordinary Shares, to Appoint (as defined
below) two additional directors from among such nominees, in the manner provided in this Section 12(b). Each such director Appointed
by the Voting Holders pursuant to this Section 12(b) is herein called a “Preferred Share Director.” At no time
shall the Board of Directors include more than two Preferred Share Directors.


 


(ii)         Nomination.
At any time when the Voting Holders are entitled to Appoint a Preferred Share Director pursuant to this Section 12(b), any one
or more of the Holders entitled to receive at least a majority in aggregate liquidation preference of the Series B Shares then
issued and outstanding and entitled to Appoint under the terms of such shares, and/or any one or more holders of any other class
or series of Parity Dividend Shares having like voting rights then issued and outstanding, shall have the right to recommend individuals
to the Company to be Appointed as Preferred Share Directors. Such recommendations shall be in writing and shall be accompanied
by a Director Acceptance Letter in the form attached hereto as Exhibit A (“Director Acceptance Letter”),
from and signed by each such recommended individual and such background and other information about each such individual as the
Company may reasonably request to ensure compliance with applicable disclosure and other considerations pursuant to applicable
law and customary practice. The Board of Directors (excluding Preferred Share Directors) will nominate the individuals so recommended
for each Preferred Share Director to be elected in accordance with the Articles of Association. The Board of Directors shall submit
each recommended individual who it nominates pursuant to this Section 12(b)(ii) to the Voting Holders for Appointment as a Preferred
Share Director as provided below.


 


(iii)        Appointment;
Vacancy. The Appointment of the Preferred Share Directors by the Voting Holders may take place at any general or special meeting
of shareholders or a separate class meeting of Voting Holders, or by means of a written resolution of the Voting Holders in lieu
of a meeting thereof, in each case, as the Board of Directors may determine in its reasonable discretion. The Preferred Share Directors
to be Appointed shall be so Appointed by a plurality of the votes cast by the Voting Holders at the relevant meeting (or, if the
Appointment is effected by written resolution, by the Voting Holders constitution a quorum which shall also be the required voting
threshold for purposes of a written resolution), in each case whether or not the number of nominees exceeds the number of individuals
to be Appointed. Each of the Preferred Share Directors Appointed hereunder shall, subject to Section 12(b)(v), serve as a director
until the next annual general meeting of the Company, or until the earlier of such time as he or she resigns, retires, dies or
is removed in accordance with this Certificate of Designations and the Articles of Association or the special voting right pursuant
to this Section 12(b) terminates. The Board of Directors shall nominate individuals to succeed such individuals as the Preferred
Share Directors, in each case from among recommendations of the Voting Holders, all as provided in Section 12(b)(ii) provided
that such recommendations may include any such individuals whose service has ended and, in lieu of selecting nominees from any
such recommendations, the Board of Directors may, in its discretion, nominate any or both of such individuals whose service has
ended (if willing to serve) for another term as a Preferred Share Director. Each Preferred Share Director shall agree, in the Director
Acceptance Letter, to resign as such director when his or her term otherwise ends pursuant to any removal or termination of the
special voting right as provided in this Section 12(b). In case any vacancy in the office of a Preferred Share Director occurs
due to resignation, retirement, death or removal, the vacancy may be filled by the written consent of the Preferred Share Director
remaining in office, or if none remains in office, in an election by Voting Holders as provided above for an initial election.
All determinations and other actions to be made or taken by the Board of Directors with regard to Preferred Share Directors pursuant
to this Section 12(b) shall be taken by the Board of Directors excluding the Preferred Share Directors, who shall not be entitled
to vote with respect to such actions (and thus shall not be included for the purpose of applying any quorum and voting requirements
applicable to such actions). The Company will use reasonable best efforts to cause the individuals nominated to be elected as soon
as practicable, which will include for the avoidance of doubt, the initial election of any Preferred Share Director, and the election
of Preferred Share Directors at any subsequent annual meeting following the initial election of any Preferred Share Director. Subject
to the foregoing, each of the Preferred Share Directors shall have one vote as a director.


 




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(iv)        Notice
of Meeting; Quorum. The Company shall as soon as practicable, and in no case more than 30 days after the Board of Directors
has selected the nominees as provided above, submit such nominees to the Voting Holders for Appointment either (i) at a general
or special meeting of the shareholders, (ii) at a separate class meeting of Voting Holders or (iii) by written resolution, as determined
by the Board of Directors in its reasonable discretion. Notice for a meeting of Voting Holders may be given in the same manner
as that provided in the Articles of Association for a general meeting of the Company. If the Company fails to give notice of a
meeting of the shareholders or Voting Holders to Appoint the Preferred Share Directors within 30 days after the Board of Directors
has selected the nominees for such Appointment as provided above, any Voting Holders entitled to recommend individuals for election
as a Preferred Share Director shall be entitled (at the Company’s expense) to call such a general or special meeting of the
shareholders or a separate class meeting of Voting Holders to Appoint such nominees selected by the Board of Directors, and for
that purpose will have access to the register of members of the Company. At any separate class meeting of Voting Holders at which
the Voting Holders have the right to Appoint the Preferred Share Directors, or at any adjournment thereof, the presence of at least
one Person holding or representing by proxy at least 50% in aggregate liquidation preference of the Series B Shares and all other
classes and series of Parity Dividend Share having like voting rights, in each case at the time issued and outstanding, will be
required to constitute a quorum for the election of any Preferred Share Director. Such quorum requirement shall also apply with
respect to any Appointment of Preferred Share Directors to be effected with the consent of Voting Holders given in a written resolution.
At any general or special meeting of the shareholders or a separate class meeting of the Voting Holders, or adjournment thereof,
the absence of such a quorum of Voting Holders will not prevent the election of directors other than the Preferred Share Directors,
and the absence of a quorum for the election of such other directors will not prevent the Appointment of the Preferred Share Directors.
The Company may fix a date as the record date for the purpose of determining the issued and outstanding preferred shares of any
class or series, and the Holders and other holders thereof entitled to elect the Preferred Share Directors.


 


(v)         Appointment
to Board. “Appoint” as used in this Section 12(b) shall mean the appointment of a Preferred Share Director to the
Board of Directors; provided that, to the extent that such action is not permitted by the Articles of Association, “Appoint”
shall mean nomination by the Voting Holders pursuant to this Section 12(b) and the use of reasonable best efforts by the Company
to cause such Preferred Share Director to be appointed by the Board of Directors, or elected by the shareholders, to the Board
of Directors pursuant to the Articles of Association as soon as is practicable.


 


(vi)        Termination;
Removal. Whenever the Company has paid cumulative dividends in full on the Series B Shares and any other class or series of
cumulative Parity Dividend Shares, then the right of the Holders to Appoint the Preferred Share Directors will cease (but subject
always to the same provisions for the vesting of the special voting right in the case of any Nonpayment in respect of future Dividend
Periods). The terms of office of the Preferred Share Directors will immediately terminate, and the Board of Directors shall resolve
to reduce the number of directors constituting the Board of Directors by two. In addition, any Preferred Share Director may be
removed at any time for cause by Voting Holders holding a majority in aggregate Liquidation Preference of the aggregate liquidation
preference of the Series B Shares, together with all classes and series of Parity Dividend Share having like voting rights, voting
separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation
preference of each such class or series), to the exclusion of the holders of Ordinary Shares, at a general or special meeting of
the Company or a separate class meeting of Voting Holders called by the Company as provided in Section 12(b)(iv) above. In addition,
if the Board of Directors determines in its discretion at any time that there is cause for the shareholders to remove such director,
the Board of Directors may in its discretion request that such director resign from the Board of Directors and may require that
such director, as a condition to his or her initial election, agree in writing pursuant to his or her Director Acceptance Letter
(as provided in Exhibit A hereto) to resign upon any such request. Upon the removal of any Preferred Share Director, the
vacancy shall be filled in the manner set forth in Section 12(b)(iii). Notwithstanding the foregoing, if at any time there are
no Series B Shares issued and outstanding, each Preferred Share Director’s term shall automatically terminate and no directors
shall thereafter be appointed or elected pursuant to this Section 12.


 




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(c)          Other
Voting Rights. So long as any Series B Shares are issued and outstanding, the Company may not consummate any action specified
in this paragraph (c) without the vote or consent of the Holders of record entitled to receive at least a majority in aggregate
of the Liquidation Preference of the Series B Shares at the time issued and outstanding and all voting or consenting as a single
class (not including any Series B Shares “beneficially owned” (within the meaning of the Exchange Act) by the Company
or any of its Affiliates), to the exclusion of the holders of Ordinary Shares:


 


(i)          any
amendment, alteration or repeal of any provision of the Articles of Association or this Certificate of Designations that would
alter or change the voting powers, preferences or special rights of the Series B Shares so as to affect them adversely;


 


(ii)         any
authorization or creation of, or increase in the authorized amount of, or issuance of, any Senior Shares or Parity Shares, and
any increase in the authorized number of Series B Shares or Series A Shares;


 


(iii)        any
consolidation, merger, amalgamation, binding share exchange or reclassification involving the Company, except that, subject to
applicable law, Holders of Series B Shares will have no right to vote or consent under this clause (iii) by reason of any such
transaction if (A) the Series B Shares remain issued and outstanding or, in the case of any such transaction with respect to which
the Company is not the surviving or resulting issuer, is converted into or exchanged for preferred securities of the surviving
or resulting entity or its ultimate parent (provided that such entity is an entity organized and existing under the laws
of the United States of America, any state thereof or the District of Columbia or any jurisdiction in the European Economic Area,
and is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation for such purposes, the Company
receives an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to
tax for U.S. federal income tax purposes with respect to such new preferred securities after such transaction in the same amount,
at the same time and otherwise in the same manner as would have been the case under the Series B Shares prior to such transaction)),
(B) the Series B Shares remaining issued and outstanding or such other preferred securities, as the case may be, have such rights,
preferences, privileges and voting powers, taken as a whole, as are not less favorable to the holders thereof than the rights,
preferences, privileges and voting powers of the Series B Shares, taken as a whole, and (C) upon the completion of any such any
consolidation, merger, amalgamation, binding share exchange or reclassification, no condition shall exist with respect to the surviving
or resulting issuer that would require a consent pursuant to Sections 12(c)(i), (ii), (v) or (vii) if such surviving or resulting
issuer were the Company;


 




    	 	32	 



     


    

 


(iv)        any
Change of Control if an Original Holder is a Holder of any Series B Shares at the time of the occurrence of such Change of Control,
unless, prior to such occurrence, such Original Holder has either (1) received a bona fide, binding offer from a credible Person
which, if accepted by the Original Holder, would result in the sale of all of such Original Holder’s Series B Shares to such
Person prior to or contemporaneously with the completion of such Change of Control at a price equal to or greater than the then-current
Liquidation Preference; provided that such offering Person shall not be Affiliated with or an agent of any Person or group
participating in the Change of Control, or (2) provided its prior written consent to such Change of Control;


 


(v)         any
incurrence of Indebtedness (as defined in the Credit Agreement as in effect on the Original Issue
Date (and regardless of whether such Credit Agreement is later terminated, amended or modified)) by the Company or any intermediate
holding company between the Company and CF Bermuda Holdings;


 


(vi)        any
issuance or reclassification of equity securities by the Company, unless all securities into which such equity securities are reclassified
are held by or one or more entities 100.0% of the equity of which is owned directly or indirectly by the Company; and


 


(vii)       take
any action or permit any omission that would be in breach of Articles 6 and 7 of the Credit Agreement as in effect on the Original
Issue Date (disregarding the preamble at the start of each Article 6 and 7, assuming the remainder of Articles 6 and 7 remain in
full force and effect at all times, and regardless of whether such Credit Agreement, or any term thereof, lapses, is terminated,
amended or modified), in each case, with such modifications as appropriate to reflect the passage of time and any changes in facts
and circumstances as they relate to the Company and its Subsidiaries; provided that no waiver of any right or obligation
contained in the foregoing provisions by any party to the Credit Agreement shall constitute a waiver of such provision for purposes
of this Section 12(c)(vii);


 


provided, however, that any
increase in the amount of the authorized or issued, or any creation of, any other preferred shares ranking junior to the Series
B Shares with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution
of assets following the commencement of the Company’s winding up, or any authorization, issuance or creation of any securities
convertible into, or exercisable or exchangeable for, any such other preferred shares will not be deemed to adversely affect the
voting powers, preferences or special rights of the Series B Shares and Holders will have no right under this Section 12(c) to
vote on or consent to any such increase, authorization, issuance or creation.


 


If the Holders are entitled to vote on or
consent to a specified action pursuant to this Section 12(c), the Company may call a separate class meeting of the Holders for
the purpose of such vote. Any such vote may be held at a general meeting of the Company, or at a separate class meeting of the
Holders and such other holders, as the Company may determine in its discretion. The Company may fix a date as the record date for
the purpose of determining the issued and outstanding Series B Shares, and the Holders entitled to vote on or consent to any such
specified action. At any general meeting of the Company or Holders where such vote is to occur, the necessary quorum for such vote
(or consent) shall be at least one Person holding or representing by proxy at least 50% in aggregate liquidation preference of
the Series B Shares entitled to vote on the relevant specified action.


 


(d)          Changes
Without the Consent of the Holders. So long as such action does not adversely affect the special rights, preferences, privileges
or voting powers of the Series B Shares, and limitations and restrictions thereof, the Company may amend, alter, supplement, or
repeal any terms of the Series B Shares without the consent of the Holders, to reflect any Modified Terms of the Series B Shares
in connection with a Successful Remarketing pursuant to Section 11, or any amended or modified terms of the Series A Shares to
be applied to the Series B Shares pursuant to Section 11(k).


 




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(e)           Changes
After Provision for Redemption; Unredeemed Shares Remain Outstanding.


 


(i)          No
vote or consent of the holders of Series B Shares shall be required pursuant to Section 12(b) or (c) above if, at or prior to the
time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding Series B Shares shall
have been redeemed or called for redemption and the funds necessary for payment of the Redemption Price have been deposited in
Trust for the pro rata benefit of the Holders of the shares called for redemption.


 


(ii)         In
the event of a Change of Control or Reorganization Event in which the Company’s Ordinary Shares shall be changed into or
exchanged for other securities or property (including cash), the successor or acquiring Person shall expressly assume the due and
punctual observation and performance of each and every covenant and condition contained in this Certificate of Designation to be
performed and observed by the Company and all the obligations and liabilities hereunder, with such modifications and adjustments
as equitable and appropriate in order to place the Holders in the equivalent economic position as prior to such Change of Control
or Reorganization Event.


 


Section 13.          Preemption.


 


The Holders shall not have any rights of
preemption with regard to any share capital (including Ordinary Shares and Preferred Shares).


 


Section 14.          Payments;
Expenses; Notices; Information.


 


(a)          Payment.
Any payment due by the Company with respect to dividends, redemptions, fractional shares or other amounts on a day that is not
a Business Day may be made on the next succeeding Business Day with the same force and effect as if made on the original due date,
and without any interest due to any delay in payment.


 


(b)          Expenses.
The Company shall bear any costs and expenses incurred by it and its Affiliates in connection with the Remarketing (including any
Remarketing Fee) pursuant to this Certificate of Designations, and shall promptly pay or reimburse the Original Holders for any
costs or expenses (including the Remarketing Fee, underwriting discounts or commissions and any reasonable fees and expenses of
counsel) incurred by such Original Holders in connection therewith; provided, that the Participating Holders and the Participating
Series A Holders (if any) shall bear 50% of any underwriting discounts or commissions for any “best efforts” underwriting
incurred in connection with such Remarketing, with such amounts allocated in proportion to the Series B Shares and the Included
Series A Shares that participate in such Remarketing.


 


(c)          Notices.
Any notices, deliveries or other actions required or permitted to be given, made or taken by the Company or any Holder hereunder
on a particular day may be effected on the next succeeding Business Day with the same force and effect as if effected on the particular
day. All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be
deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered
or certified mail (or by first-class mail if the same shall be specifically permitted for such notice under the terms of this Certificate
of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 1701 Village Center Circle, Las Vegas,
Nevada 89134 (Attention: Secretary) or to the Transfer Agent at its office at Continental Stock Transfer & Trust Company, 1
State Street, 30th Floor, New York, New York 10004 (Attention: Mark Zimkind]), or to any other agent of the Company
designated to receive such notice as permitted by this Certificate of Designations; or (ii) if to any Holder, to such Holder at
the address of such Holder as listed in the share record books of the Company (which may include the records of the Transfer Agent);
or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly
given. Notwithstanding the foregoing, any notice given by the Company to Holders in respect of a Global Preferred Share pursuant
to the applicable procedures of the Depositary shall be deemed to have been given effectively when so given.


 




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(d)          Information.
If at any time the Company is not required to file reports with the United States Securities and Exchange Commission, if any Series
B Shares are then outstanding, the Company shall provide the Holders with reports containing financial information substantially
similar to the financial information that would have been contained in the reports the Company would have been required to file
with the United States Securities and Exchange Commission by Section 13(a) or 15(d) under the Exchange Act if it were subject thereto,
in each case at such times as such reports or other information would be required to be filed thereunder.


 


Section 15.          Repurchase.


 


Subject to the limitations imposed herein,
applicable law and the Articles of Association, the Company may purchase Series B Shares from time to time to such extent, in such
manner and upon such terms as the Board of Directors or any duly authorized committee thereof may determine; provided, however,
that the Company shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Company
is, or after such purchase would be, unable to pay its liabilities in the ordinary course as they become due.


 


Section 16.          Unissued
or Reacquired Shares.


 


Series B Shares that have been issued and
converted, redeemed or otherwise purchased or acquired by the Company shall be restored to the status of authorized but unissued
Preferred Shares without designation as to class or series, until such shares are once more designated as part of a particular
class or series by the Board of Directors.


 


Section 17.          No
Sinking Fund.


 


Series B Shares are not subject to the operation
of a sinking fund.


 


Section 18.          Reservation
of Ordinary Shares.


 


(a)          Sufficient
Shares. The Company shall at all times reserve and keep available out of its authorized and unissued Ordinary Shares or shares
acquired by the Company, solely for issuance upon the conversion of Preferred Shares as provided in this Certificate of Designations,
free from any preemptive or other similar rights, such number of shares of Ordinary Shares as shall from time to time be issuable
upon the conversion of all the Preferred Shares then issued and outstanding. For purposes of this Section 18(a), the number
of Ordinary Shares that shall be deliverable upon the conversion of all issued and outstanding Preferred Shares shall be computed
as if at the time of computation all such outstanding shares were held by a single Holder.


 


(b)          Use
of Acquired Shares. Notwithstanding the foregoing, the Company shall be entitled to deliver upon conversion of Series B Shares,
as herein provided, Ordinary Shares acquired by the Company (in lieu of the issuance of authorized and unissued Ordinary Shares),
so long as any such acquired shares are free and clear of all liens, charges, security interests or encumbrances (other than liens,
charges, security interests and other encumbrances created by the Original Holders).


 




    	 	35	 



     


    

 


(c)          Free
and Clear Delivery. All Ordinary Shares delivered upon conversion of the Series B Shares shall be duly authorized, validly
issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than
liens, charges, security interests and other encumbrances created by the Original Holders).


 


(d)          Compliance
with Law. Prior to the delivery of any securities that the Company shall be obligated to deliver upon conversion of the Series
B Shares, the Company shall use its reasonable best efforts to comply with all laws and regulations thereunder requiring the approval
of such delivery by any Regulatory Entities.


 


(e)          Listing.
The Company hereby covenants and agrees that, if at any time the Ordinary Shares shall be listed on the New York Stock Exchange
or any other securities exchange or quotation system, the Company will, if permitted by the rules of such exchange or quotation
system, list and keep listed, so long as the Ordinary Shares shall be so listed on such exchange or quotation system, all the Ordinary
Shares then issuable upon conversion of the Series B Shares.


 


Section 19.         Transfer
Agent, Conversion Agent, Registrar and Paying Agent.


 


The duly appointed Transfer Agent, Conversion
Agent, Registrar and paying agent for the Series B Shares shall be Continental Stock Transfer & Trust Company. The Company
may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent;
provided that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness
of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid,
to the Holders (or otherwise pursuant to any applicable procedures of a Depositary).


 


Section 20.          Replacement
Certificates.


 


(a)          Mutilated,
Destroyed, Stolen and Lost Certificates. If physical certificates are issued, the Company shall replace any mutilated certificate
at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates
that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory
evidence that the certificate has been destroyed, stolen or lost, together with any indemnity on customary terms that may be required
by the Transfer Agent and the Company.


 


(b)          Certificates
Following Conversion. If physical certificates are issued, the Company shall not be required to issue any certificates representing
the applicable Series B Shares on or after the applicable Conversion Date. In place of the delivery of a replacement certificate
following the applicable Conversion Date, the Transfer Agent, upon delivery of the evidence and indemnity described in Section 20(a),
shall deliver the Ordinary Shares pursuant to the terms of the Series B Shares formerly evidenced by the certificate.


 


(c)          Legends.
Certificates for Series B Shares and any Ordinary Shares issued on conversion thereof may have notations, legends or endorsements
required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage ( provided that any such notation,
legend or endorsement is in a form acceptable to the Company).


 




    	 	36	 



     


    

 


Section 21.          Form.


 


(a)          Global
Preferred Shares. Series B Shares may, at the Company’s option, in its sole discretion, be issued in the form of one
or more permanent global Series B Shares in definitive, fully registered form with a global legend in substantially the form attached
hereto as Exhibit B (each, a “Global Preferred Share”), which is hereby incorporated in and expressly
made a part of this Certificate of Designations. The Global Preferred Shares may have notations, legends or endorsements required
by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend
or endorsement is in a form acceptable to the Company). The aggregate number of shares represented by each Global Preferred Share
may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee
as hereinafter provided. Global Preferred Shares shall be registered in the name of the Depositary, which shall be the Holder of
such shares. This Section 21(a) shall apply only to a Global Preferred Share deposited with or on behalf of the Depositary.


 


(b)          Delivery
to Depositary. If Global Preferred Shares are issued, the Company shall execute and the Registrar shall, in accordance with
this Section 21, countersign and deliver initially one or more Global Preferred Shares that (i) shall be registered in the name
of a nominee of the Depositary and (ii) shall be delivered by the Registrar to the Depositary or pursuant to instructions received
from the Depositary or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and
the Registrar.


 


(c)          Agent
Members. If Global Preferred Shares are issued, members of, or participants in, the Depositary (“Agent Members”)
shall have no rights under this Certificate of Designations with respect to any Global Preferred Share held on their behalf by
the Depositary or by the Registrar as the custodian of the Depositary or under such Global Preferred Share, and the Depositary
may be treated by the Company, the Registrar and any agent of the Company or the Registrar as the absolute owner of such Global
Preferred Share for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Registrar
or any agent of the Company or the Registrar from giving effect to any written certification, proxy or other authorization furnished
by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary
governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Shares. If Global Preferred Shares
are issued, the Depositary may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to
take pursuant to the Series B Shares, this Certificate of Designations or the Articles of Association.


 


(d)          
Physical Certificates. Global Preferred Shares will be exchangeable for other certificates evidencing Series B Shares, only
if (x) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for the Global Preferred
Share and the Company does not appoint a qualified replacement for the Depositary within 90 days, (y) the Depositary ceases
to be a “clearing agency” registered under the Exchange Act and the Company does not appoint a qualified replacement
for the Depositary within 90 days or (z) the Company determines that the Series B Shares shall no longer be represented by Global
Preferred Shares. In any such case, the Global Preferred Shares shall be exchanged in whole for other definitive Series B Shares
in registered form, with the same terms and of an equal aggregate Liquidation Preference. Such other definitive Series B Shares
shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.


 




    	 	37	 



     


    

 


(e)          Signature.
An Officer shall sign any Global Preferred Share for the Company, in accordance with the Company’s Articles of Association
and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Preferred Share no longer holds
that office at the time the Transfer Agent countersigned the Global Preferred Share, the Global Preferred Share shall be valid
nevertheless. A Global Preferred Share shall not be valid until an authorized signatory of the Transfer Agent manually countersigns
the Global Preferred Share. Each Global Preferred Share shall be dated the date of its countersignature.


 


Section 22.          Transfer
and Similar Taxes.


 


The Company shall pay any and all share
transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of Series B Shares or
Ordinary Shares or other securities issued on account of Series B Shares pursuant hereto or certificates representing such shares
or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved
in the issuance or delivery of Series B Shares, Ordinary Shares or other securities in a name other than that in which the Series
B Shares with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment
to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery
or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount
of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.


 


Section 23.          Rights
of Holders.


 


No person or entity, other than the person
or entity in whose name a certificate representing the Series B Shares is registered (if any) and whose name is registered as an
owner of Series B Shares in the register of members of the Company, shall have any rights hereunder or with respect to the Series
B Shares, the Company shall recognize the registered owner thereof in the register of members of the Company as the sole owner
for all purposes, and no other person or entity (other than the Company) shall have any benefit, right, claim or remedy hereunder.


 


Section 24.          Other
Rights. 


 


The Series B Shares shall not have any voting
powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions
thereof, other than as set forth herein or in the Articles of Association or as provided by applicable law.


 


Section 25.          Conflict.


 


To the extent the terms provided in this
Certificate of Designations conflict with the terms contained in the Articles of Association, it is intended that the terms provided
in this Certificate of Designations shall prevail. The Company agrees and undertakes to convene any general meeting of the Company,
and to recommend that any such meeting adopt any resolution necessary, to amend the Articles of Association to eliminate any such
conflict.


 


[Reminder of Page Intentionally Left
Blank]


 




    	 	38	 



     


    

 


EXHIBIT A


 


FORM OF DIRECTOR’S
ACCEPTANCE LETTER


 


TO: FGL HOLDINGS (the “Company”)


 


Attn: The Secretary


 


I hereby accept and agree to my appointment
or election as a Preference Share Director, in accordance with the Certificate of Designations of Series B Cumulative Convertible
Preference Shares of the Company, dated [ ], 2017 (the “Certificate of Designations”). I hereby agree and acknowledge
that my term of office shall immediately terminate in accordance with Section 12 of the Certificate of Designations without further
action being required on my part.


 


I designate the following telephone and
facsimile numbers and e-mail address for service of notice of all directors’ meetings. Notice by telephone facsimile or e-mail
to either of the said numbers or e-mail address will constitute good and sufficient notice to myself and I agree to advise you
of any change in these particulars.


 


Tel: [    ]


Fax: [    ]


E-mail: [    ]


Nationality: [    ]


 


I hereby authorize you to enter my name
and address in the register of Directors and Officers of the Company as follows:


 


[Name]


[Address]


 


 


[Name]


 




    	 	A-1	 



     


    

 


EXHIBIT B


 


FORM OF 


 


SERIES B CUMULATIVE
CONVERTIBLE PREFERENCE SHARES 


 


FACE OF SECURITY


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
(AND THOSE ISSUABLE ON CONVERSION THEREOF) HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR THE SECURITIES LAWS
OF ANY U.S. STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT WHILE A REGISTRATION STATEMENT RELATING
THERETO IS IN EFFECT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT, AND IN ACCORDANCE WITH ALL APPLICABLE
U.S., STATE AND OTHER SECURITIES LAWS. THIS CERTIFICATE IS ISSUED PURSUANT TO AND IS SUBJECT TO THE RESTRICTIONS ON TRANSFER AND
OTHER PROVISIONS OF AN INVESTMENT AGREEMENT AND A REGISTRATION RIGHTS AGREEMENT, EACH DATED AS OF [—], 2017
BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTORS REFERRED TO THEREIN, COPIES OF WHICH ARE ON FILE WITH THE ISSUER. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE (AND THOSE ISSUABLE ON CONVERSION THEREOF) MAY NOT BE SOLD OR OTHERWISE TRANSFERRED
EXCEPT IN COMPLIANCE WITH SAID AGREEMENTS, AND ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENTS WILL BE VOID.



 


[IF GLOBAL PREFERENCE SHARES ARE ISSUED:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN. 


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE CERTIFICATE OF DESIGNATIONS REFERRED TO BELOW.] 


 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER
WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 




    	 	B-1	 



     


    

 


	Certificate Number	 	Number of Convertible Preference Shares
	 	 	 
	CUSIP NO.: [            ]	 	 


 


Series B Cumulative Convertible Preference
Shares


 


(par value $0.0001 per share)


 


of


 


FGL HOLDINGS


 


FGL HOLDINGS, an exempted company incorporated
and existing under the Companies Law (2016 Revision) of the Cayman Islands (the “Company”), hereby certifies that
[            ] (the “Holder”) is the registered
owner of [·] [             ,
or such number as is registered in the name of the Holder in the Company’s register of members maintained by the Registrar]
fully paid and non-assessable preference shares of the Company designated the Series B Cumulative Convertible Preference Shares,
with a par value of $0.0001 per share and a liquidation preference of US$1,000.00 (the “Convertible Preference Shares”).


 


The Convertible Preference Shares are subject
to the Certificate of Designations and the amended and restated memorandum and articles of association of the Company and are
transferable in accordance therewith. The designations, rights, privileges, restrictions, preferences and other terms and provisions
of the Convertible Preference Shares represented hereby are issued and shall in all respects be subject to the provisions of the
Certificate of Designations dated [·], 2017 as the
same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used, but not
defined herein, shall have the meaning given to them in the Certificate of Designations.


 


Reference is hereby made to select provisions
of the Convertible Preference Shares set forth on the reverse hereof, and to the Certificate of Designations, which select provisions
and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.


 


Upon receipt of this certificate, the Holder
is bound by the Certificate of Designations and is entitled to the benefits thereunder.


 


Unless the Registrar has properly countersigned
this certificate, the Convertible Preference Shares evidenced hereby shall not be entitled to any benefit under the Certificate
of Designations or be valid or obligatory for any purpose.


 


Dated:


 




    	 	B-2	 



     


    

 


REVERSE OF SECURITY


 


Dividends on each of the Convertible Preference
Shares shall be payable at the rate provided in the Certificate of Designations but only when, as and if declared by the Board
of Directors as provided therein.


 


The Convertible Preference Shares shall be
convertible in the manner and in accordance with the terms set forth in the Certificate of Designations.


 


The Convertible Preference Shares shall be
redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.


 


The Convertible Preference Shares carry voting
rights as specified in the Certificate of Designations.


 


The Company shall furnish without charge to
each holder who so requests the powers, designations, preferences and special rights of each class or series of share capital issued
by the Company and the qualifications, limitations or restrictions on such powers, preferences and rights.


 


For value received,                                         
hereby sell, assign and transfer unto


 


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
POSTAL ZIP CODE, OF ASSIGNEE)


 


of the Convertible Preference Shares represented
by the within Certificate, and such shares are subject to the Certificate of Designations and the memorandum of association and
Articles of Association of the Company and are transferable in accordance therewith.


 


	Dated:	 	                                          20        	 	 
	 	 	 
	Signature:	 	                                                                                                              	 	 
	 	 	 
	Signature:	 	                                                                                                              	 	 


 


	 	 	Notice:	 	The signature to this assignment must correspond

with the name as written upon the face of the

certificate, in every particular, without alteration or

enlargement, or any change whatever.	 	 


 








    	 	B-3	 



     


    



 


Exhibit C


Forms of Opinions of Maples and Calder and
Skadden, Arps, Slate, Meagher & Flom LLP


  


 


 


Our ref             MUL/713181-000002/53120701v5


 


The Addressees named in the First Schedule


 


30 November 2017


 


Dear Sirs


 


FGL Holdings


 


We have acted as counsel as to Cayman Islands
law to FGL Holdings (the "Company") in connection with the entry by the Company into the Transaction Document
(as defined below) and the issuance of 6,138,000 ordinary shares of a par value of US$0.0001 each (together, the "Ordinary
Shares") and 275,000 Series A cumulative convertible preferred shares of a par value of US$0.0001 (together, the "Preferred
Shares" and, together with the Ordinary Shares, the "Securities").


 


		1	Documents Reviewed



 


We have reviewed originals, copies, drafts
or conformed copies of the following documents:


 


		1.1	The certificate of incorporation dated 26 February 2016 and the amended and restated memorandum
and articles of association of the Company as adopted on 8 August 2017 and to be effective on 30 November 2017 (the "Memorandum
and Articles").



 


		1.2	The written resolutions of the board of directors of the Company dated 29 November 2017 (the "Resolutions")
and the corporate records of the Company maintained at its registered office in the Cayman Islands.



 


		1.3	A certificate of good standing with respect to the Company issued by the Registrar of Companies
(the "Certificate of Good Standing").



 


		1.4	A certificate from a director of the Company a copy of which is attached to this opinion letter
(the "Director's Certificate").



 


		1.5	The Certificate of Designations of Series A Cumulative Convertible Preferred Shares (the "Certificate
of Designations").



 


		1.6	The transaction document listed in the Second Schedule (the "Transaction Document").



 


Maples
and Calder


PO Box 309  
Ugland House    Grand Cayman KY1-1104    Cayman Islands


Tel + 1 345
949 8066    Fax + 1 345 949 8080    maplesandcalder.com


 




     


     


    

 


		2	Assumptions



 


The following opinions are given only as
to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions
only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions,
we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the
Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have
not independently verified:


 


		2.1	The Transaction Document has been or will be authorised and duly executed and unconditionally delivered
by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws
of the Cayman Islands).



 


		2.2	The Transaction Document is, or will be, legal, valid, binding and enforceable against all relevant
parties in accordance with its terms under laws of the State of New York (the "Relevant Law") and all other relevant
laws (other than, with respect to the Company, the laws of the Cayman Islands).



 


		2.3	The choice of the Relevant Law as the governing law of the Transaction Document has been made in
good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York (the
"Relevant Jurisdiction") and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the
Relevant Law and all other relevant laws (other than the laws of the Cayman Islands).



 


		2.4	Where the Transaction Document has been provided to us in draft or undated form, it will be duly
executed, dated and unconditionally delivered by all parties thereto in materially the same form as the last version provided to
us and, where we have been provided with successive drafts of the Transaction Document marked to show changes to a previous draft,
all such changes have been accurately marked.



 


		2.5	Copies of documents, conformed copies or drafts of documents provided to us are true and complete
copies of, or in the final forms of, the originals, and translations of documents provided to us are complete and accurate.



 


		2.6	All signatures, initials and seals are genuine.



 


		2.7	The capacity, power, authority and legal right of all parties under all relevant laws and regulations
(other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally
deliver and perform their respective obligations under the Transaction Document.



 


		2.8	There is no contractual or other prohibition or restriction (other than as arising under Cayman
Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Transaction
Document.



 


		2.9	No monies paid to or for the account of any party under the Transaction Document represent or will
represent criminal property or terrorist property (as defined in the Proceeds of Crime Law (2017 Revision) and the Terrorism Law
(2017 Revision), respectively).



 




    	 	2



     


    

 


		2.10	The Company has not entered into any mortgages or charges over its property or assets other than
those entered in the register of mortgages and charges of the Company, or as contemplated by the Transaction Document.



 


		2.11	There is nothing under any law (other than the laws of the Cayman Islands) which would or might
affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law.



 


		2.12	The Court Register constitutes a complete record of the proceedings before the Grand Court as at
the time of the Litigation Search (as those terms are defined below).



 


		2.13	The Company will receive money or money's worth in consideration for the issue of the Ordinary
Shares, and none of the Ordinary Shares were or will be issued for less than par value.



 


		2.14	The Securities that will be issued pursuant to the Transaction Document will be duly registered,
and will continue to be registered, in the Company's register of members (shareholders).



 


		2.15	No invitation has been or will be made by or on behalf of the Company to the public in the Cayman
Islands to subscribe for any of the Securities.



 


		2.16	None of the parties to the Transaction Document (other than the Company) is a company incorporated,
or a partnership or a foreign company or partnership registered, under applicable Cayman Islands law and all the activities of
such parties in relation to the Transaction Document and any transactions entered into thereunder have not been and will not be
carried on through a place of business in the Cayman Islands.



 


		3	Opinions



 


Based upon, and subject to, the foregoing
assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of
the opinion that:


 


		3.1	The Company has been duly incorporated as an exempted company with limited liability and is validly
existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.



 


		3.2	The Company has all requisite power and authority under the Memorandum and Articles to enter into,
execute and perform its obligations under the Transaction Document.



 


		3.3	The execution and delivery of the Transaction Document do not, and the performance by the Company
of its obligations under the Transaction Document will not, conflict with or result in a breach of any of the terms or provisions
of the Memorandum and Articles or any law, public rule or regulation applicable to the Company currently in force in the Cayman
Islands.



 


		3.4	The execution, delivery and performance of the Transaction Document have been authorised by and
on behalf of the Company and, upon the execution and unconditional delivery of the Transaction Document by a director of the Company
or an officer of the Company for and on behalf of the Company, the Transaction Document will have been duly executed and delivered
on behalf of the Company and will constitute the legal, valid and binding obligations of the Company enforceable in accordance
with their terms.



 




    	 	3



     


    

 


		3.5	The Securities to be issued by the Company pursuant to the Transaction Document have been duly
authorised for issue by the Company, and when issued by the Company against payment in full of the consideration, in accordance
with the Transaction Document, the Memorandum and Articles and the Certificate of Designations and duly registered in the Company's
register of members (shareholders), will be validly issued, fully-paid and non-assessable and are not subject to any pre-emptive
or similar rights under the Companies Law (2016 Revision) of the Cayman Islands (the "Companies Law") or pursuant
to the Memorandum and Articles or the Certificate of Designations.



 


		3.6	No authorisations, consents, approvals, licences, validations or exemptions are required by law
from any governmental authorities or agencies or other official bodies in the Cayman Islands in connection with:



 


		(a)	the execution, creation or delivery of the Transaction Document by and on behalf of the Company;



 


		(b)	subject to the payment of the appropriate stamp duty, enforcement of the Transaction Document against
the Company; or



 


		(c)	the performance by the Company of its obligations under the Transaction Document, including the
issuance of the Securities or the payment of any amount under the Transaction Document.



 


		3.7	No taxes, fees or charges (other than stamp duty) are payable (either by direct assessment or withholding)
to the government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands in respect of:



 


		(a)	the execution or delivery of the Transaction Document;



 


		(b)	the enforcement of the Transaction Document; or



 


		(c)	payments made under, or pursuant to, the Transaction Document.



 


The Cayman Islands currently
have no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax.


 


		3.8	The courts of the Cayman Islands will observe and give effect to the choice of the Relevant Law
as the governing law of the Transaction Document.



 


		3.9	Based solely on our search of the Register of Writs and Other Originating Process (the "Court
Register") maintained by the Clerk of the Court of the Grand Court of the Cayman Islands from the date of incorporation
of the Company to the close of business (Cayman Islands time) on 29 November 2017 (the "Litigation Search"), the
Court Register disclosed no writ, originating summons, originating motion, petition (including any winding-up petition), counterclaim
nor third party notice ("Originating Process") nor any amended Originating Process pending before the Grand Court
of the Cayman Islands, in which the Company is identified as a defendant or respondent.



 


		3.10	Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the State
of New York, a judgment obtained in such jurisdiction will be recognised and enforced in the courts of the Cayman Islands at common
law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in
the Grand Court of the Cayman Islands, provided such judgment:



 




    	 	4



     


    

 


		(a)	is given by a foreign court of competent jurisdiction;



 


		(b)	imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been
given;



 


		(c)	is final;



 


		(d)	is not in respect of taxes, a fine or a penalty; and



 


		(e)	was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural
justice or the public policy of the Cayman Islands.



 


		3.11	It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence
of the Transaction Document that any document be filed, recorded or enrolled with any governmental authority or agency or any official
body in the Cayman Islands.



 


		3.12	There is no exchange control legislation under Cayman Islands law and accordingly there are no
exchange control regulations imposed under Cayman Islands law.



 


		3.13	The submission by the Company in the Transaction Document to the exclusive jurisdiction of the
Relevant Jurisdiction is legal, valid and binding on the Company assuming that the same is true under the Relevant Law and under
the laws, rules and procedures applying in the Relevant Jurisdiction.



 


		3.14	None of the parties to the Transaction Document (other than the Company) is or will be treated
as resident, domiciled or carrying on or transacting business in the Cayman Islands solely by reason of the negotiation, preparation
or execution of the Transaction Document.



 


		3.15	None of the parties to the Transaction Document will be required to be licensed, qualified, or
otherwise entitled to carry on business in the Cayman Islands in order to enforce their respective rights under the Transaction
Document, or as a consequence of the execution, delivery and performance of the Transaction Document.



 


		3.16	Based solely on our review of the Memorandum and Articles and the Director's Certificate, the authorised
share capital of the Company will be US$90,000 divided into 800,000,000 Ordinary Shares of a par value of US$0.0001 each and 100,000,000
Preferred Shares of a par value of US$0.0001 each.



 


		3.17	The rights, privileges and preferences of the Ordinary Shares are as set out in the Memorandum
and Articles and the rights, privileges and preferences of the Preferred Shares are as set out in the Memorandum and Articles and
the Certificate of Designations.



 


		4	Qualifications



 


The opinions expressed above are subject
to the following qualifications:


 


		4.1	The obligations assumed by the Company under the Transaction Document will not necessarily be enforceable
in all circumstances in accordance with their terms. In particular:



 




    	 	5



     


    

 


		(a)	enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment
of debts or moratorium or other laws of general application relating to or affecting the rights of creditors;



 


		(b)	enforcement may be limited by general principles of equity. For example, equitable remedies such
as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;



 


		(c)	some claims may become barred under relevant statutes of limitation or may be or become subject
to defences of set off, counterclaim, estoppel and similar defences;



 


		(d)	where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not
be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction;



 


		(e)	the courts of the Cayman Islands have jurisdiction to give judgment in the currency of the relevant
obligation and statutory rates of interest payable upon judgments will vary according to the currency of the judgment. If the Company
becomes insolvent and is made subject to a liquidation proceeding, the courts of the Cayman Islands will require all debts to be
proved in a common currency, which is likely to be the "functional currency" of the Company determined in accordance
with applicable accounting principles. Currency indemnity provisions have not been tested, so far as we are aware, in the courts
of the Cayman Islands;



 


		(f)	arrangements that constitute penalties will not be enforceable;



 


		(g)	enforcement may be prevented by reason of fraud, coercion, duress, undue influence, misrepresentation,
public policy or mistake or limited by the doctrine of frustration of contracts;



 


		(h)	provisions imposing confidentiality obligations may be overridden by compulsion of applicable law
or the requirements of legal and/or regulatory process;



 


		(i)	the courts of the Cayman Islands may decline to exercise jurisdiction in relation to substantive
proceedings brought under or in relation to the Transaction Document in matters where they determine that such proceedings may
be tried in a more appropriate forum;



 


		(j)	any provision in the Transaction Document which is governed by Cayman Islands law purporting to
impose obligations on a person who is not a party to the Transaction Document (a "third party") is unenforceable
against that third party. Any provision in the Transaction Document which is governed by Cayman Islands law purporting to grant
rights to a third party is unenforceable by that third party, except to the extent that the Transaction Document expressly provides
that the third party may, in its own right, enforce such rights (subject to and in accordance with the Contracts (Rights of Third
Parties) Law, 2014 of the Cayman Islands);



 


		(k)	any provision of the Transaction Document which is governed by Cayman Islands law which expresses
any matter to be determined by future agreement may be void or unenforceable;



 




    	 	6



     


    

 


		(l)	we reserve our opinion as to the enforceability of the relevant provisions of the Transaction Document
to the extent that they purport to grant exclusive jurisdiction as there may be circumstances in which the courts of the Cayman
Islands would accept jurisdiction notwithstanding such provisions; and



 


		(m)	a company cannot, by agreement or in its articles of association, restrict the exercise of a statutory
power and there is doubt as to the enforceability of any provision in the Transaction Document whereby the Company covenants to
restrict the exercise of powers specifically given to it under the Companies Law, including, without limitation, the power to increase
its authorised share capital, amend its memorandum and articles of association or present a petition to a Cayman Islands court
for an order to wind up the Company.



 


		4.2	Applicable court fees will be payable in respect of the enforcement of the Transaction Document.



 


		4.3	Cayman Islands stamp duty may be payable if the original Transaction Document is brought to or
executed in the Cayman Islands.



 


		4.4	To maintain the Company in good standing with the Registrar of Companies under the laws of the
Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed
by law.



 


		4.5	The Company must make an entry in its register of mortgages and charges in respect of all mortgages
and charges created under the Transaction Document in order to comply with section 54 of the Companies Law; failure by the Company
to comply with this requirement does not operate to invalidate any mortgage or charge though it may be in the interests of the
secured parties that the Company should comply with the statutory requirements.



 


		4.6	Under the laws of the Cayman Islands any term of the Transaction Document which is governed by
Cayman Islands law may be amended or waived orally or by the conduct of the parties thereto, notwithstanding any provision to the
contrary contained in the relevant Transaction Document.



 


		4.7	The obligations of the Company may be subject to restrictions pursuant to United Nations sanctions
as implemented under the laws of the Cayman Islands and/or restrictive measures adopted by the European Union Council for Common
Foreign and Security Policy extended to the Cayman Islands by the Order of Her Majesty in Council.



 


		4.8	A certificate, determination, calculation or designation of any party to the Transaction Document
as to any matter provided therein might be held by a Cayman Islands court not to be conclusive final and binding if, for example,
it could be shown to have an unreasonable or arbitrary basis, or in the event of manifest error.



 


		4.9	The Litigation Search of the Court Register would not reveal, amongst other things, an Originating
Process filed with the Grand Court which, pursuant to the Grand Court Rules or best practice of the Clerk of the Courts' office,
should have been entered in the Court Register but was not in fact entered in the Court Register (properly or at all), or any Originating
Process which has been placed under seal or anonymised (whether by order of the Court or pursuant to the practice of the Clerk
of the Courts' office).



 




    	 	7



     


    

 


		4.10	In principle the courts of the Cayman Islands will award costs and disbursements in litigation
in accordance with the relevant contractual provisions but there remains some uncertainty as to the way in which the rules of the
Grand Court will be applied in practice. Whilst it is clear that costs incurred prior to judgment can be recovered in accordance
with the contract, it is likely that post-judgment costs (to the extent recoverable at all) will be subject to taxation in accordance
with Grand Court Rules Order 62.



 


		4.11	We reserve our opinion as to the extent to which the courts of the Cayman Islands would, in the
event of any relevant illegality or invalidity, sever the relevant provisions of the Transaction Document and enforce the remainder
of the Transaction Document or the transaction of which such provisions form a part, notwithstanding any express provisions in
the Transaction Document in this regard.



 


		4.12	We express no opinion as to the meaning, validity or effect of any references to foreign (i.e.
non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them
in the Transaction Document.



 


We express no view as to the commercial
terms of the Transaction Document or whether such terms represent the intentions of the parties and make no comment with regard
to warranties or representations that may be made by the Company.


 


The opinions in this opinion letter are
strictly limited to the matters contained in the opinions section above and do not extend to any other matters. We have not been
asked to review and we therefore have not reviewed any of the ancillary documents relating to the Transaction Document and express
no opinion or observation upon the terms of any such document.


 


This opinion letter is addressed to and
for the benefit solely of the addressees and may not be relied upon by any other person for any purpose, nor may it be transmitted
or disclosed (in whole or part) to any other person without our prior written consent.


 


Yours faithfully


 


 


Maples and Calder


 




    	 	8



     


    

 


First Schedule


 


Addressees


 


The Purchasers under the Transaction Document


 




    	 	9



     


    

 


Second Schedule


 


Transaction Document


 


The Investment
Agreement between the Company and the Persons Listed on Annex 1 thereto.


 




    	 	10



     


    

 


FGL Holdings


PO Box 309, Ugland House


Grand Cayman


KY1-1104


Cayman Islands


 


30 November 2017


 


	To:	Maples and Calder
	 	PO Box 309, Ugland House
	 	Grand Cayman
	 	KY1-1104
	 	Cayman Islands


 


Dear Sirs


 


FGL Holdings (the "Company")


 


I, the undersigned, being an officer of
the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain
aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective
meanings given to them in the Opinion. I hereby certify that:


 


		1	The Memorandum and Articles remain in full force and effect and are unamended.



 


		2	The Resolutions were duly passed in the manner prescribed in the Memorandum and Articles (including,
without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended,
varied or revoked in any respect.



 


		3	The shareholders of the Company (the "Shareholders") have not restricted the powers
of the directors of the Company in any way.



 


		4	The directors of the Company at the date of the Resolutions and at the date of this certificate
were and are Chinh Chu, William Foley II, Richard Massey, James Quella and Keith Abell.



 


		5	The minute book and corporate records of the Company as maintained at its registered office in
the Cayman Islands and made available to you are complete and accurate in all material respects, and all minutes and resolutions
filed therein represent a complete and accurate record of all meetings of the Shareholders and directors (or any committee thereof)
of the Company (duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings or passed
by written resolution or consent, as the case may be.



 


		6	Prior to, at the time of, and immediately following the execution of the Transaction Document the
Company was, or will be, able to pay its debts as they fell, or fall, due and has entered, or will enter, into the Transaction
Document for proper value and not with an intention to defraud or wilfully defeat an obligation owed to any creditor or with a
view to giving a creditor a preference.



 


		7	Each director of the Company considers the transactions contemplated by the Transaction Document
to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose
of the Company, in relation to the transactions which are the subject of the Opinion.



 




    	 	11



     


    

 


		8	To the best of my knowledge and belief, having made due inquiry, the Company is not the subject
of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholders taken any steps
to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver
been appointed over any of the Company's property or assets.



 


		9	The Company is not a central bank, monetary authority or other sovereign entity of any state and
is not a subsidiary, direct or indirect, of any sovereign entity or state.



 


		10	The Company has no employees.



 


		11	The authorised share capital of the Company is US$90,000 divided into 800,000,000 Ordinary Shares
of a par value of US$0.0001 each and 100,000,000 Preferred Shares of a par value of US$0.0001 each.



 




    	 	12



     


    

 


I confirm that you may continue to rely
on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you
in writing personally to the contrary.


 


	Signature:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	Director	 


 








    	 	13



     


    



 


Exhibit D


Articles of Association and Amended Articles








 


THE COMPANIES LAW (2016 REVISION)


 OF THE CAYMAN ISLANDS


COMPANY LIMITED BY SHARES


 


AMENDED AND RESTATED


MEMORANDUM AND ARTICLES OF ASSOCIATION


 


OF


 


FGL
Holdings


(adopted
by special resolution dated 8 AUGUST 2017 and EFFECTIVE ON 30 NOVEMBER 2017)


 




     


     


    

 


THE COMPANIES LAW (2016 REVISION)


OF THE CAYMAN ISLANDS


COMPANY LIMITED BY SHARES


 


AMENDED AND RESTATED


MEMORANDUM OF ASSOCIATION


OF


FGL
Holdings


(adopted
by special resolution dated 8 AUGUST 2017 and EFFECTIVE ON 30 NOVEMBER 2017)


 


		1	The name of the Company is FGL Holdings



 


		2	The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited,
PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors
may decide.



 


		3	The objects for which the Company is established are unrestricted and the Company shall have full
power and authority to carry out any object not prohibited by the laws of the Cayman Islands.



 


		4	The liability of each Member is limited to the amount unpaid on such Member's shares.



 


		5	The share capital of the Company is US$90,000 divided into 800,000,000 Ordinary Shares of a par
value of US$0.0001 each and 100,000,000 Preferred Shares of a par value of US$0.0001 each.



 


		6	The Company has power to register by way of continuation as a body corporate limited by shares
under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.



 


		7	Capitalised terms that are not defined in this Memorandum of Association bear the respective meanings
given to them in the Articles of Association of the Company.



 




    	 	2



     


    

 


THE COMPANIES LAW (2016 REVISION)


 OF THE CAYMAN ISLANDS


 COMPANY LIMITED BY SHARES


 


AMENDED AND RESTATED


 ARTICLES OF ASSOCIATION


OF


FGL
Holdings


(adopted
by special resolution dated 8 AUGUST 2017 and EFFECTIVE ON 30 NOVEMBER 2017)


 


		1	Interpretation



 


		1.1	In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is
something in the subject or context inconsistent therewith:



 


	"Affiliate"	means, as to any person, any person which directly or indirectly controls, is controlled by, or is under common control with such person. For purposes of this definition, "control" of a person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such person whether by ownership of voting shares, by agreement or otherwise.
	 	 
	"Applicable Law"	means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any Governmental Authority applicable to such person.
	 	 
	"Articles"	means these articles of association of the Company.
	 	 
	"Auditor"	means the person for the time being performing the duties of auditor of the Company (if any).
	 	 
	"Blackstone"	means Blackstone Group, L.P.
	 	 
	"Blackstone Group"	means: (a) Blackstone; (b) Blackstone Tactical Opportunities Fund II, L.P., an investment fund managed by Blackstone; (c) any investment fund or other collective investment vehicle whose general partner or managing member is owned, directly or indirectly, by Blackstone or one or more of Blackstone's subsidiaries; and (d) any Affiliate or Subsidiary of any of the foregoing (other than: (x) the Company; and (y) employees of the Company and Blackstone or either of their respective Subsidiaries).


 




    	 	3



     


    

 


	"Business Day"	means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City.
	 	 
	"Cause"	means a conviction for a criminal offence involving dishonesty or engaging in conduct which brings a Director or the Company into disrepute or which results in a material financial detriment to the Company.
	 	 
	"Code"	means the United States Internal Revenue Code of 1986, as amended from time to time, or any United States Federal statute from time to time in effect that has replaced such statute, and any reference in the Articles to a provision of the Code or a United States Treasury regulation promulgated thereunder means such provision or regulation as amended from time to time or any provision of a United States Federal law or any United States Treasury regulation, from time to time in effect that has replaced such provision or regulation.
	 	 
	"Company"	means the above named company.
	 	 
	"Controlled Share"	means an Ordinary Share owned by a US Person either: (a) directly, indirectly or constructively under Section 958 of the Code; or (b) beneficially within the meaning of Section 13(d)(3) of the Exchange Act.
	 	 
	"Directors"	means the directors for the time being of the Company.
	 	 
	"Dividend"	means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.
	 	 
	"Electronic Record"	has the same meaning as in the Electronic Transactions Law.
	 	 
	"Electronic Transactions Law"	means the Electronic Transactions Law (2003 Revision) of the Cayman Islands.
	 	 
	"Equity Security"	means a Share, any security exercisable or convertible into or exchangeable for Shares and all options, warrants, and other rights to purchase or otherwise subscribe for Shares, including any share appreciation or similar rights, contractual or otherwise.


 




    	 	4



     


    

 


	"Exchange Act"	means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
	 	 
	"FNF"	means Fidelity National Financial, Inc.
	 	 
	"FNF Group"	means: (a) FNF; (b) any subsidiary of FNF; (c) any investment fund or other investment vehicle whose general partner or managing member is owned, directly or indirectly, by FNF or one or more of FNF's Subsidiaries or Affiliates; (d) Fidelity National Financial Ventures, LLC; and (e) any affiliate, successor or officer of any of the foregoing.
	 	 
	"Governmental Authority"	means any Cayman Islands, United States Federal, state, county, city, local or foreign governmental, administrative or regulatory authority, commission, committee, agency or body (including any court, tribunal or arbitral body and any self-regulating authority such as the United States Financial Industry Regulatory Authority).
	 	 
	"Group"	shall have the meaning ascribed to it in Rule 13d-5 promulgated under the Exchange Act.
	 	 
	"Member"	has the same meaning as in the Statute.
	 	 
	"Memorandum"	means the memorandum of association of the Company.
	 	 
	"Minimum Member"	means a Member meeting the minimum requirements set forth for eligible members to submit proposals under Rule 14a-8 of the Exchange Act or any applicable rules thereunder as may be amended or promulgated thereunder from time to time.
	 	 
	"Ordinary Resolution"	means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.
	 	 
	"Ordinary Share"	means an ordinary share of a par value of US$0.0001 in the share capital of the Company.


 




    	 	5



     


    

 


	"Preferred Share"	means a preferred share of a par value of US$0.0001 in the share capital of the Company.
	 	 
	"Register of Members"	means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members.
	 	 
	"Registered Office"	means the registered office for the time being of the Company.
	 	 
	"Seal"	means the common seal of the Company and includes every duplicate seal.
	 	 
	"Share"	means an Ordinary Share or a Preferred Share in the Company and includes a fraction of a share in the Company.
	 	 
	"Special Resolution"	has the same meaning as in the Statute.
	 	 
	"Statute"	means the Companies Law (2016 Revision) of the Cayman Islands.
	 	 
	"Subscriber"	means the subscriber to the Memorandum.
	 	 
	"Subsidiary"	means, with respect to any person, any other person the majority of whose equity securities or shares or voting securities or shares able to appoint the board of directors or comparable governing body are directly or indirectly owned or controlled by such person.
	 	 
	"Total Voting Power"	means the total votes attributable to all issued Shares of the Company.
	 	 
	"Treasury Share"	means a Share held in the name of the Company as a treasury share in accordance with the Statute.
	 	 
	"US Person"	means a United States person as defined in Section 957(c) of the Code.


 


		1.2	In the Articles:



 


		(a)	words importing the singular number include the plural number and vice versa;



 


		(b)	words importing the masculine gender include the feminine gender;



 




    	 	6



     


    

 


		(c)	"written" and "in writing" include all modes of representing or reproducing
words in visible form, including in the form of an Electronic Record;



 


		(d)	"shall" shall be construed as imperative and "may" shall be construed as permissive;



 


		(e)	references to provisions of any law or regulation shall be construed as references to those provisions
as amended, modified, re-enacted or replaced;



 


		(f)	any phrase introduced by the terms "including", "include", "in particular"
or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;



 


		(g)	the term "and/or" is used herein to mean both "and" as well as "or."
The use of "and/or" in certain contexts in no respects qualifies or modifies the use of the terms "and" or
"or" in others. The term "or" shall not be interpreted to be exclusive and the term "and" shall not
be interpreted to require the conjunctive (in each case, unless the context otherwise requires);



 


		(h)	headings are inserted for reference only and shall be ignored in construing the Articles;



 


		(i)	any requirements as to delivery under the Articles include delivery in the form of an Electronic
Record;



 


		(j)	any requirements as to execution or signature under the Articles including the execution of the
Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Law;



 


		(k)	sections 8 and 19(3) of the Electronic Transactions Law shall not apply;



 


		(l)	the term "clear days" in relation to the period of a notice means that period excluding
the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect;



 


		(m)	the term "holder" in relation to a Share means a person whose name is entered in the
Register of Members as the holder of such Share; and



 


		(n)	words importing "person" shall be construed in the broadest sense and means and includes
a natural person, a partnership, a company, a corporation, an association, a joint share company, a limited liability company,
a trust, a joint venture, an unincorporated organisation and any other entity and any government, governmental department, commission,
board, bureau, agency or instrumentality, or any private or public court or tribunal.



 




    	 	7



     


    

 


		2	Commencement of Business



 


		2.1	The business of the Company may be commenced as soon after incorporation of the Company as the
Directors shall see fit.



 


		2.2	The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred
in or about the formation and establishment of the Company, including the expenses of registration.



 


		3	Issue of Shares



 


		3.1	Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by
the Company in general meeting) and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue,
grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other
rights or restrictions, whether in regard to Dividend or other distribution, voting, return of capital or otherwise and to such
persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles) vary
such rights. Notwithstanding the foregoing, the Subscriber shall have the power to:



 


		(a)	issue one Ordinary Share to itself;



 


		(b)	transfer that Ordinary Share by an instrument of transfer to any person; and



 


		(c)	update the Register of Members in respect of the issue and transfer of that Ordinary Share.



 


		3.2	The Company shall not issue Shares to bearer.



 


		4	Rights Attaching to Shares



 


		4.1	The voting rights of the Shares shall be subject to the following provisions:



 


		(a)	except as provided in the other provisions of this Article, every Member of record owning Shares
conferring the right to vote present in person or by proxy shall have one vote, or such other number of votes as may be specified
in the terms of the issue and rights and privileges attaching to such Shares or in the Articles, for each such Share registered
in such Member's name;



 




    	 	8



     


    

 


		(b)	if, as a result of giving effect to the foregoing provisions of this Article or otherwise, the
votes conferred by the Controlled Shares, directly or indirectly or by attribution, to any US Person that owns (within the meaning
of Section 958(a) of the Code) any Shares, would otherwise represent more than 9.5% of the Total Voting Power, the votes conferred
by such Controlled Shares shall be reduced by whatever amount is necessary so that after any such reduction the votes conferred
by the Controlled Shares to such US Person shall constitute 9.5% of the Total Voting Power (provided, however, that: (a) votes
shall be reduced only in the Controlled Shares (other than Controlled Shares held directly by members of the Blackstone Group or
members of the FNF Group); and (b) votes shall be reduced in Controlled Shares held directly by the members of the Blackstone Group
or the FNF Group only if and to the extent that reductions in the vote of other Controlled Shares do not result in satisfaction
of the 9.5% threshold set forth in this Article 4.1(b). Notwithstanding anything in the Articles to the contrary, nothing in this
Article 4.1 will reduce the votes conferred by: (i) any Shares held directly by the members of the Blackstone Group, without the
consent of a majority of the Blackstone Group shareholders (as determined based on their ownership of the Ordinary Shares); or
(ii) any Shares held directly by a member of the FNF Group without the consent of the applicable member of the FNF Group;



 


		(c)	any reduction in votes required by this Article 4.1(b) shall be effected beginning with the Controlled
Shares of the US Person whose Controlled Shares have the largest number of votes and continuing, as required, with the Controlled
Shares of each US Person whose Controlled Shares successively have a smaller number of votes (after giving effect to prior reductions),
the reduction in votes conferred by the Controlled Shares shall be effected proportionately among all of the Controlled Shares
of such US Person in accordance with the relative voting power of such Controlled Shares. If varying the order in which votes are
reduced would result in a more equitable allocation of the reduction of votes as determined by the Directors, the Directors shall
have the discretion to vary the order in which votes are reduced;



 


		(d)	after all required reductions to the votes conferred by the Controlled Shares are effected pursuant
to Article 4.1(c), the amount of any reduction in the votes of the Controlled Shares of each US Person effected by application
of Articles 4.1(b) and (c) shall be reallocated among and conferred on the shares held directly by such US Person, proportionately
in accordance with the reduction in voting power of such shares pursuant to Article 4.1(c), to the extent that so doing does not
cause the votes conferred by the Controlled Shares, directly or indirectly or by attribution, to any US Person that owns (within
the meaning of Section 958(c) of the Code) any Shares to exceed 9.5% of the Total Voting Power;



 


		(e)	upon written notification by a Member to the Directors, the number of votes conferred by the total
number of Shares held directly by such Member shall be reduced to that percentage of the Total Voting Power, as so designated by
such Member (subject to acceptance of such reduction by the Directors in their sole discretion), so that (and to the extent that)
such Member may meet any applicable insurance or other regulatory requirement or voting threshold or limitation that may be applicable
to such Member or to evidence that such person's voting power is no greater than such threshold;



 




    	 	9



     


    

 


		(f)	notwithstanding the foregoing provisions of this Article, after having applied such provisions
as best as they consider reasonably practicable, the Directors may make final adjustments to the aggregate number of votes conferred,
directly or indirectly or by attribution, by the Controlled Shares on any US Person to the extent that the Directors reasonably
determine, by affirmative majority vote of the Directors, that it is necessary to do so to avoid any adverse tax consequences or
materially adverse legal or regulatory treatment to the Company, any of its Subsidiaries or any Member or its Affiliates. Such
adjustments intended to implement the 9.5% limitation set forth in Article 4.1(b) shall be subject to the proviso contained in
such Article 4.1(b), but adjustments intended to implement the limitation set forth in a notification pursuant to Article 4.1(e)
shall not be subject to the proviso contained in Article 4.1(b); and



 


		(g)	each Member shall provide the Company with such information as the Company may reasonably request
so that the Company and the Directors may make determinations as to the ownership (direct or indirect or by attribution) of Controlled
Shares to such Member or to any person to which Shares may be attributed as a result of the ownership of Shares by such Member.
If a Member fails to provide a timely, complete and accurate response to any such request, the Directors may, upon an affirmative
vote of a majority of the Directors and after a reasonable cure period, make adjustments to the aggregate number of votes conferred
upon the Shares held by such Member.



 


		4.2	Any US Person shall give notice to the Company in writing within ten days following the date that
such person acquires actual knowledge that such person would hold directly or indirectly or by attribution Controlled Shares that
would but for Article 4.1(b) represent more than 9.5% of the voting power of all Shares entitled to vote generally at an election
of Directors.



 


		4.3	Notwithstanding the foregoing, no person shall be liable to any other person or the Company for
any losses or damages resulting from a Member's failure to respond to, or submission of incomplete or inaccurate information in
response to, a request under Article 4.1(e) above or from such person's failure to give notice under Article 4.2. The Directors
may rely on the information provided by a person under this Article in the satisfaction of its obligations under this Article.
The Company may, but shall have no obligation to, provide notice to any person of any adjustment to its voting power that may result
from the application of this Article.



 


		5	Tax Restrictions



 


		5.1	No Member or holder of Equity Securities that is a US Person (in all cases, excluding any member
of the Blackstone Group and any member of the FNF Group), shall knowingly permit itself (or, to its actual knowledge, any direct
or indirect beneficial owner thereof) to own (directly, indirectly or constructively pursuant to Section 958 of the Code) Equity
Securities possessing fifty per cent (50%) or more of:



 


		(a)	the total voting power of the Shares or Equity Securities; or



 


		(b)	the total value of the Shares or Equity Securities.



 




    	 	10



     


    

 


No Member or
holder of Equity Securities (or, to its actual knowledge, any direct or indirect beneficial owner thereof) nor any "related
person" (within the meaning of Section 953(c) of the Code) to such Member or holder of Equity Securities (or such
owner) (in all cases, excluding any member of the Blackstone Group and any member of the FNF Group) shall make any investment,
or enter into a transaction, that, to the actual knowledge of such Member at the time such Member, holder of Equity Securities,
owner or related person becomes bound to make the investment or enter into the transaction, would cause such Member, holder of
Equity Securities, owner or related person, or any other US Person to own (directly, indirectly or constructively pursuant to Section 958
of the Code) issued Shares or Equity Securities possessing fifty per cent (50%) or more of: (a) the total voting power of
the Shares or Equity Securities; or (b) the total value of the Shares or Equity Securities.


 


		5.2	In the event any Member or holder of Equity Securities that is a US Person (in all cases, excluding
any member of the Blackstone Group and any member of the FNF Group) violates Article 5.1 (without regard to any knowledge qualifier
therein), at the discretion of the Directors, such Member or holder of Equity Securities shall, and shall cause any direct or indirect
beneficial owner of such Member or holder of Equity Securities and any “related person” (within the meaning of Section
953(c) of the Code) to such Member or holder of Equity Securities to:



 


		(a)	sell some or all of its Equity Securities at fair market value (as determined by the Company and
such Member or holder in good faith) as directed by the Directors; or



 


		(b)	allow the Company to repurchase some or all of its Equity Securities at fair market value (as determined
by the Company and such Member or holder in good faith).



 


Notwithstanding
anything to the contrary herein, upon a breach of Article 5.1 (without regard to any knowledge qualifier therein), the breaching
Member or holder of Equity Securities shall be required to take any reasonable action the Directors deem appropriate.


 


		6	Register of Members



 


		6.1	The Company shall maintain or cause to be maintained the Register of Members in accordance with
the Statute.



 


		6.2	The Directors may determine that the Company shall maintain one or more branch registers of Members
in accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register
and which shall constitute the branch register or registers, and to vary such determination from time to time.



 


		7	Closing Register of Members or Fixing Record Date



 


		7.1	For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members
or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a
determination of Members for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers
for a stated period which shall not in any case exceed forty days.



 




    	 	11



     


    

 


		7.2	In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or
arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the
Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or
other distribution, or in order to make a determination of Members for any other purpose.



 


		7.3	If the Register of Members is not so closed and no record date is fixed for the determination of
Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other
distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to
pay such Dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members.
When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination
shall apply to any adjournment thereof.



 


		8	Certificates for Shares



 


		8.1	A Member shall only be entitled to a share certificate if the Directors resolve that share certificates
shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates
shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates
to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively
numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company
for transfer shall be cancelled and subject to the Articles no new certificate shall be issued until the former certificate representing
a like number of relevant Shares shall have been surrendered and cancelled.



 


		8.2	The Company shall not be bound to issue more than one certificate for Shares held jointly by more
than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.



 


		8.3	If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms
(if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence,
as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.



 


		8.4	Every share certificate sent in accordance with the Articles will be sent at the risk of the Member
or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the
course of delivery.



 


		9	Transfer of Shares



 


		9.1	Subject to Article 3.1, Shares are freely transferable.



 


		9.2	The instrument of transfer of any Share shall be in writing and shall be executed by or on behalf
of the transferor (and if the Directors so require, signed by or on behalf of the transferee). The transferor shall be deemed to
remain the holder of a Share until the name of the transferee is entered in the Register of Members.



 




    	 	12



     


    

 


		10	Redemption, Repurchase and Surrender of Shares



 


		10.1	Subject to the provisions of the Statute the Company may issue Shares that are to be redeemed or
are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares shall be effected in such manner
and upon such other terms as the Company may, by Special Resolution, determine before the issue of the Shares.



 


		10.2	Subject to the provisions of the Statute, the Company may purchase its own Shares (including any
redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Member.



 


		10.3	The Company may make a payment in respect of the redemption or purchase of its own Shares in any
manner permitted by the Statute, including out of capital.



 


		10.4	The Directors may accept the surrender for no consideration of any fully paid Share.



 


		11	Treasury Shares



 


		11.1	The Directors may, prior to the purchase, redemption or surrender of any Share, determine that
such Share shall be held as a Treasury Share.



 


		11.2	The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms
as they think proper (including, without limitation, for nil consideration).



 


		12	Variation of Rights of Shares



 


		12.1	Subject to Article 3.1, if at any time the share capital of the Company is divided into different
classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares
of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares
of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise,
any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued Shares
of that class, or with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate
meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding
that any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class.
To any such meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis, except
that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued Shares of the class
and that any holder of Shares of the class present in person or by proxy may demand a poll.



 




    	 	13



     


    

 


		12.2	For the purposes of a separate class meeting, the Directors may treat two or more or all the classes
of Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way
by the proposals under consideration, but in any other case shall treat them as separate classes of Shares.



 


		12.3	The rights conferred upon the holders of the Shares of any class issued with preferred or other
rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied
by the creation or issue of further Shares ranking pari passu therewith.



 


		13	Commission on Sale of Shares



 


The Company may, in so far as
the Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely
or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such
commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on
any issue of Shares pay such brokerage as may be lawful.


 


		14	Non Recognition of Trusts



 


The Company shall not be bound
by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share,
or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an
absolute right to the entirety thereof in the holder.


 


		15	Lien on Shares



 


		15.1	The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not)
registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with
the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether
a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this
Article. The registration of a transfer of any such Share shall operate as a waiver of the Company's lien thereon. The Company's
lien on a Share shall also extend to any amount payable in respect of that Share.



 


		15.2	The Company may sell, in such manner as the Directors think fit, any Shares on which the Company
has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after
notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence
of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may
be sold.



 




    	 	14



     


    

 


		15.3	To give effect to any such sale the Directors may authorise any person to execute an instrument
of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be
registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the
purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of
the Company's power of sale under the Articles.



 


		15.4	The net proceeds of such sale after payment of costs, shall be applied in payment of such part
of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums
not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the
sale.



 


		16	Call on Shares



 


		16.1	Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon
the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall
(subject to receiving at least fourteen clear days' notice specifying the time or times of payment) pay to the Company at the time
or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors
may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls
made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made.



 


		16.2	A call shall be deemed to have been made at the time when the resolution of the Directors authorising
such call was passed.



 


		16.3	The joint holders of a Share shall be jointly and severally liable to pay all calls in respect
thereof.



 


		16.4	If a call remains unpaid after it has become due and payable, the person from whom it is due shall
pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine
(and in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors may waive
payment of the interest or expenses wholly or in part.



 


		16.5	An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on
account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions
of the Articles shall apply as if that amount had become due and payable by virtue of a call.



 


		16.6	The Directors may issue Shares with different terms as to the amount and times of payment of calls,
or the interest to be paid.



 


		16.7	The Directors may, if they think fit, receive an amount from any Member willing to advance all
or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable)
pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.



 




    	 	15



     


    

 


		16.8	No such amount paid in advance of calls shall entitle the Member paying such amount to any portion
of a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such
payment, become payable.



 


		17	Forfeiture of Shares



 


		17.1	If a call or instalment of a call remains unpaid after it has become due and payable the Directors
may give to the person from whom it is due not less than fourteen clear days' notice requiring payment of the amount unpaid together
with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall
specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the
call was made will be liable to be forfeited.



 


		17.2	If the notice is not complied with, any Share in respect of which it was given may, before the
payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all
Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture.



 


		17.3	A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner
as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms
as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors
may authorise some person to execute an instrument of transfer of the Share in favour of that person.



 


		17.4	A person any of whose Shares have been forfeited shall cease to be a Member in respect of them
and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to
the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with
interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received
payment in full of all monies due and payable by him in respect of those Shares.



 


		17.5	A certificate in writing under the hand of one Director or officer of the Company that a Share
has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to
be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title
to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of
the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in
reference to the forfeiture, sale or disposal of the Share.



 


		17.6	The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum
which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by
way of premium as if it had been payable by virtue of a call duly made and notified.



 




    	 	16



     


    

 


		18	Transmission of Shares



 


		18.1	If a Member dies the survivor or survivors (where he was a joint holder) or his legal personal
representatives (where he was a sole holder), shall be the only persons recognised by the Company as having any title to his Shares.
The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which he was a joint or
sole holder.



 


		18.2	Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation
or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by
the Directors, elect, by a notice in writing sent by him to the Company, either to become the holder of such Share or to have some
person nominated by him registered as the holder of such Share. If he elects to have another person registered as the holder of
such Share he shall sign an instrument of transfer of that Share to that person. The Directors shall, in either case, have the
same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member
before his death or bankruptcy or liquidation or dissolution, as the case may be.



 


		18.3	A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution
of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages
to which he would be entitled if he were the holder of such Share. However, he shall not, before becoming a Member in respect of
a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company
and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to have some
person nominated by him be registered as the holder of the Share (but the Directors shall, in either case, have the same right
to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before
his death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is
not complied with within ninety days of being received or deemed to be received (as determined pursuant to the Articles) the Directors
may thereafter withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the Share
until the requirements of the notice have been complied with.



 


		19	Amendments of Memorandum and Articles of Association and Alteration of Capital



 


		19.1	The Company may by Ordinary Resolution:



 


		(a)	increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such
rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;



 


		(b)	consolidate and divide all or any of its share capital into Shares of larger amount than its existing
Shares;



 


		(c)	convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares
of any denomination;



 




    	 	17



     


    

 


		(d)	by subdivision of its existing Shares or any of them divide the whole or any part of its share
capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and



 


		(e)	cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken
or agreed to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled.



 


		19.2	All new Shares created in accordance with the provisions of the preceding Article shall be subject
to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise
as the Shares in the original share capital.



 


		19.3	Subject to the provisions of the Statute and the provisions of the Articles as regards the matters
to be dealt with by Ordinary Resolution, the Company may by Special Resolution:



 


		(a)	change its name;



 


		(b)	alter or add to the Articles;



 


		(c)	alter or add to the Memorandum with respect to any objects, powers or other matters specified therein;
and



 


		(d)	reduce its share capital or any capital redemption reserve fund.



 


		20	Offices and Places of Business



 


Subject to the provisions of
the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition
to its Registered Office, maintain such other offices or places of business as the Directors determine.


 


		21	General Meetings



 


		21.1	All general meetings other than annual general meetings shall be called extraordinary general meetings.



 


		21.2	The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold
a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general
meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them,
it shall be held at the Registered Office on the second Wednesday in December of each year at ten o'clock in the morning. At these
meetings the report of the Directors (if any) shall be presented.



 


		21.3	The Directors may call general meetings.



 




    	 	18



     


    

 


		22	Notice of General Meetings



 


		22.1	At least five days' notice shall be given of any general meeting. Every notice shall specify the
place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and shall
be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that
a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the
provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so
agreed:



 


		(a)	in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat;
and



 


		(b)	in the case of an extraordinary general meeting, by a majority in number of the Members having
a right to attend and vote at the meeting, together holding not less than ninety five per cent. in par value of the Shares giving
that right.



 


		22.2	The accidental omission to give notice of a general meeting to, or the non receipt of notice of
a general meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that general meeting.



 


		23	Advance Notice for Business



 


		23.1	At each annual general meeting, the Members shall appoint the Directors then subject to appointment
in accordance with the procedures set forth in the Articles and subject to Applicable Law and the rules of any applicable stock
exchange or quotation system on which Shares may be then listed or quoted. At any such annual general meeting any other business
properly brought before the annual general meeting may be transacted.



 


		23.2	To be properly brought before an annual general meeting, business (other than nominations of Directors,
which must be made in compliance with, and shall be exclusively governed by, Article 30) must be:



 


		(a)	specified in the notice of the annual general meeting (or any supplement thereto) given to Members
by or at the direction of the Directors in accordance with the Articles;



 


		(b)	otherwise properly brought before the annual general meeting by or at the direction of the Directors;
or



 


		(c)	otherwise properly brought before the annual general meeting by a Member who:



 


		(i)	is a Minimum Member at the time of giving of the notice provided for in this Article and at the
time of the annual general meeting;



 


		(ii)	is entitled to vote at such annual general meeting; and



 




    	 	19



     


    

 


		(iii)	complies with the notice procedures set forth in this Article.



 


		23.3	For any such business to be properly brought before any annual general meeting pursuant to Article
23.2(c), the Member must have given timely notice thereof in writing, either by personal delivery or express or registered mail
(postage prepaid), to the Company not earlier than the close of business on the 120th day and not later than the close of business
on the 90th day prior to the one-year anniversary of the date of the annual general meeting for the immediately preceding year.
However, in the event that the date of the annual general meeting is more than 30 days before or after such anniversary date, in
order to be timely, a Member's notice must be received by the Company not later than the later of: (x) the close of business 90
days prior to the date of such annual general meeting; and (y) if the first public announcement of the date of such advanced or
delayed annual general meeting is less than 100 days prior to such date, 10 days following the date of the first public announcement
of the annual general meeting date. In no event shall the public announcement of an adjournment or postponement of an annual general
meeting, or such adjournment or postponement, commence a new time period or otherwise extend any time period for the giving of
a Member's notice as described herein.



 


		23.4	Any such notice of other business shall set forth as to each matter the Member proposes to bring
before the annual general meeting:



 


		(a)	a brief description of the business desired to be brought before the annual general meeting, the
reasons for conducting such business at the annual general meeting and the text of any proposal regarding such business (including
the text of any resolutions proposed for consideration and, if such business includes a proposal to amend the Articles, the text
of the proposed amendment), which shall not exceed 1,000 words;



 


		(b)	as to the Member giving notice and any beneficial owner on whose behalf the proposal is made:



 


		(i)	the name and address of such Member (as it appears in the Register of Members) and such beneficial
owner on whose behalf the proposal is made;



 


		(ii)	the class and number of Shares which are, directly or indirectly, owned beneficially or of record
by any such Member and by such beneficial owner, respectively, or their respective Affiliates (naming such Affiliates), as at the
date of such notice;



 


		(iii)	a description of any agreement, arrangement or understanding (including, without limitation, any
swap or other derivative or short positions, profit interests, options, hedging transactions, and securities lending or borrowing
arrangement) to which such Member or any such beneficial owner or their respective Affiliates is, directly or indirectly, a party
as at the date of such notice: (x) with respect to any Shares; or (y) the effect or intent of which is to mitigate loss to, manage
the potential risk or benefit of share price changes (increases or decreases) for, or increase or decrease the voting power of
such Member or beneficial owner or any of their Affiliates with respect to Shares or which may have payments based in whole or
in part, directly or indirectly, on the value (or change in value) of any Shares (any agreement, arrangement or understanding of
a type described in this Article 23.4(iii), a "Covered Arrangement"); and



 




    	 	20



     


    

 


		(iv)	a representation that the Member is a holder of record of Shares entitled to vote at such annual
general meeting and intends to appear in person or by proxy at the annual general meeting to propose such business;



 


		(c)	a description of any direct or indirect material interest by security holdings or otherwise of
the Member and of any beneficial owner on whose behalf the proposal is made, or their respective Affiliates, in such business (whether
by holdings of securities, or by virtue of being a creditor or contractual counterparty of the Company or of a third party, or
otherwise) and all agreements, arrangements and understandings between such Member or any such beneficial owner or their respective
Affiliates and any other person or persons (naming such person or persons) in connection with the proposal of such business by
such Member;



 


		(d)	a representation whether the Member or the beneficial owner intends or is part of a Group which
intends:



 


		(i)	to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the
Ordinary Shares (or other Shares) required to approve or adopt the proposal; and/or



 


		(ii)	otherwise to solicit proxies from Members in support of such proposal;



 


		(e)	an undertaking by the Member and any beneficial owner on whose behalf the proposal is made to:



 


		(i)	notify the Company in writing of the information set forth in Articles 23.4(b)(ii), (b)(iii) and
(c) above as at the record date for the annual general meeting promptly (and, in any event, within five (5) Business Days) following
the later of the record date or the date notice of the record date is first disclosed by public announcement; and



 


		(ii)	update such information thereafter within two (2) Business Days of any change in such information
and, in any event, as at close of business on the day preceding the meeting date; and



 


		(f)	any other information relating to such Member, any such beneficial owner and their respective Affiliates
that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations
of proxies for, as applicable, such proposal pursuant to Section 14 of the Exchange Act, to the same extent as if the Shares were
registered under the Exchange Act.



 




    	 	21



     


    

 


		23.5	Notwithstanding anything to the contrary, the notice requirements set forth herein with respect
to the proposal of any business pursuant to this Article, other than nominations for Directors which must be made in compliance
with, and shall be exclusively governed by, Article 30, shall be deemed satisfied by a Member if such Member has submitted a proposal
to the Company in compliance with Rule 14a-8 of the Exchange Act and such Member's proposal has been included in a proxy statement
that has been prepared by the Company to solicit proxies for the annual general meeting; provided, that such Member shall have
provided the information required by Article 23.4; provided, further, that the information required by Article 23.4(b) may be satisfied
by providing the information to the Company required pursuant to Rule 14a-8(b) of the Exchange Act.



 


		23.6	Notwithstanding anything in the Articles to the contrary:



 


		(a)	no other business brought by a Member (other than the nominations of Directors, which must be made
in compliance with, and shall be exclusively governed by, Article 30) shall be conducted at any annual general meeting except in
accordance with the procedures set forth in this Article; and



 


		(b)	unless otherwise required by Applicable Law and the rules of any applicable stock exchange or quotation
system on which Shares may be then listed or quoted, if a Member intending to bring business before an annual general meeting in
accordance with this Article does not: (x) timely provide the notifications contemplated by Article 23.4(e) above; or (y) timely
appear in person or by proxy at the annual general meeting to present the proposed business, such business shall not be transacted,
notwithstanding that proxies in respect of such business may have been received by the Company or any other person or entity.



 


		23.7	Except as otherwise provided by Applicable Law or the Articles, the chairman of any annual general
meeting shall have the power and duty to determine whether any business proposed to be brought before an annual general meeting
was proposed in accordance with the foregoing procedures (including whether the Member solicited or did not so solicit, as the
case may be, proxies in support of such Member's proposal in compliance with such Member's representation as required by Article
23.4(d)) and if any business is not proposed in compliance with this Article, to declare that such defective proposal shall be
disregarded. The requirements of this Article shall apply to any business to be brought before an annual general meeting by a Member
other than nominations of Directors (which must be made in compliance with, and shall be exclusively governed by, Article 30) and
other than matters properly brought under Rule 14a-8 of the Exchange Act. For purposes of the Articles, "public announcement"
shall mean:



 


		(a)	prior to the initial public offering of the Company, notice of the annual general meeting given
to Members by or at the direction of the Directors in accordance with the procedures set forth in the Articles; and



 


		(b)	on and after the initial public offering of the Company, disclosure in a press release of the Company
reported by the Dow Jones News Service, Associated Press or comparable news service or in a document publicly filed or furnished
by the Company with or to the United States Securities Exchange Commission pursuant to Section 13, 14 or 15(b) of the Exchange
Act.



 




    	 	22



     


    

 


		23.8	Nothing in this Article shall be deemed to affect any rights of:



 


		(a)	Members to request inclusion of proposals in the Company's proxy statement pursuant to applicable
rules and regulations under the Exchange Act; or



 


		(b)	the holders of any class of Preferred Shares, or any other class of Shares authorised to be issued
by the Company, to make proposals pursuant to any applicable provisions thereof.



 


		23.9	Notwithstanding the foregoing provisions of this Article, a Member shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Article,
if applicable.



 


		24	Proceedings at General Meetings



 


		24.1	No business shall be transacted at any general meeting unless a quorum is present. The holders
of a majority of the issued Shares being individuals present in person or by proxy or if a corporation or other non-natural person
by its duly authorised representative or proxy shall be a quorum.



 


		24.2	A person may participate at a general meeting by conference telephone or other communications equipment
by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a
general meeting in this manner is treated as presence in person at that meeting.



 


		24.3	If a quorum is not present within half an hour from the time appointed for the meeting to commence
or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members' requisition, shall be dissolved
and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other
day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour
from the time appointed for the meeting to commence, the meeting shall be dissolved.



 


		24.4	The Directors may, at any time prior to the time appointed for the meeting to commence, appoint
any person to act as chairman or co-chairman of a general meeting of the Company or, if the Directors do not make any such appointment,
the chairman or co-chairman, if any, of the board of Directors shall preside as chairman or co-chairman at such general meeting.
If there is no such chairman or co-chairman, or if he shall not be present within fifteen minutes after the time appointed for
the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.



 




    	 	23



     


    

 


		24.5	If no Director is willing to act as chairman or co-chairman or if no Director is present within
fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be
chairman of the meeting.



 


		24.6	The chairman or co-chairman may, with the consent of a meeting at which a quorum is present (and
shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted
at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.



 


		24.7	When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall
be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting.



 


		24.8	A resolution put to the vote of the meeting shall be decided on a poll.



 


		24.9	A poll shall be taken as the chairman or co-chairman directs, and the result of the poll shall
be deemed to be the resolution of the general meeting at which the poll was demanded.



 


		24.10	A poll demanded on the election of a chairman or co-chairman or on a question of adjournment shall
be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general
meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending
the taking of the poll.



 


		24.11	In the case of an equality of votes the chairman or each co-chairman, if any, shall be entitled
to a second or casting vote.



 


		25	Votes of Members



 


		25.1	Subject to any rights or restrictions attached to any Shares, every Member present in any such
manner shall have one vote for every Share of which he is the holder.



 


		25.2	In the case of joint holders the vote of the senior holder who tenders a vote, whether in person
or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall
be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the
names of the holders stand in the Register of Members.



 


		25.3	A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction
in lunacy, may vote by his committee, receiver, curator bonis, or other person on such Member's behalf appointed by that court,
and any such committee, receiver, curator bonis or other person may vote by proxy.



 




    	 	24



     


    

 


		25.4	No person shall be entitled to vote at any general meeting unless he is registered as a Member
on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid.



 


		25.5	No objection shall be raised as to the qualification of any voter except at the general meeting
or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall
be valid. Any objection made in due time in accordance with this Article shall be referred to the chairman or co-chairman whose
decision shall be final and conclusive.



 


		25.6	Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural
person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or
more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall specify
the number of Shares in respect of which each proxy is entitled to exercise the related votes.



 


		25.7	A Member holding more than one Share need not cast the votes in respect of his Shares in the same
way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain
from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed
under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against
a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which he is appointed.



 


		26	Proxies



 


		26.1	The instrument appointing a proxy shall be in writing and shall be executed under the hand of the
appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation or other non natural person, under
the hand of its duly authorised representative. A proxy need not be a Member.



 


		26.2	The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument
of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place
and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy
relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors
in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing
a proxy shall be deposited physically at the Registered Office not less than 48 hours before the time appointed for the meeting
or adjourned meeting to commence at which the person named in the instrument proposes to vote.



 


The chairman or co-chairman may
in any event at his discretion declare that an instrument of proxy shall be deemed to have been duly deposited. An instrument of
proxy that is not deposited in the manner permitted, or which has not been declared to have been duly deposited by the chairman
or co-chairman, shall be invalid.


 




    	 	25



     


    

 


		26.3	The instrument appointing a proxy may be in any usual or common form (or such other form as the
Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked.
An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.



 


		26.4	Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding
the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed,
or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation
or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting
at which it is sought to use the proxy.



 


		27	Corporate Members



 


Any corporation or other non-natural
person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution
of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of
the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of
the corporation which he represents as the corporation could exercise if it were an individual Member.


 


		28	Shares that May Not be Voted



 


Shares in the Company that are
beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding Shares at any given time.


 


		29	Directors



 


		29.1	There shall be a board of Directors consisting of not less than one person provided however that
the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. The first Directors of the Company
shall be determined in writing by, or appointed by a resolution of, the Subscriber.



 




    	 	26



     


    

 


		29.2	The Directors shall be divided into three classes: Class A, Class B and Class C. The number of
Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by
resolution classify themselves as Class A, Class B or Class C Directors. The Class A Directors shall stand elected for a term expiring
at the Company's third annual general meeting following effectiveness of the Articles, the Class B Directors shall stand elected
for a term expiring at the Company's first annual general meeting following effectiveness of the Articles and the Class C Directors
shall stand elected for a term expiring at the Company's second annual general meeting following effectiveness of the Articles.
At each annual general meeting following effectiveness of the Articles, the class of Directors elected to succeed those Directors
whose terms expire shall be elected for a term of office to expire at the third succeeding annual general meeting after such election.
Except as the Statute or other applicable law may otherwise require, in the interim between annual general meetings or extraordinary
general meetings called for the election and/or the removal of one or more Directors and the filling of any vacancy in that connection,
additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors
for Cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined
in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms
of office and until their successors shall have been elected and qualified. A Director elected to fill a vacancy resulting from
the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation
or removal shall have created such vacancy and until his successor shall have been elected and qualified. Holders of Shares may
nominate persons for election as Director by sending a written notice addressed to the Company at the Registered Office by prepaid
postal delivery, such notice to arrive at least twenty Business Days before the date of a general meeting at which the election
of Directors is to be considered.



 


		30	Nomination of Directors



 


		30.1	Nominations of persons for election as Directors may be made at an annual general meeting only
by:



 


		(a)	the Directors; or



 


		(b)	by any Member who:



 


		(i)	is a Minimum Member at the time of giving of the notice provided for in this Article and at the
time of the annual general meeting;



 


		(ii)	is entitled to vote for the appointments at such annual general meeting; and



 


		(iii)	complies with the notice procedures set forth in this Article (notwithstanding anything to the
contrary set forth in the Articles, this Article 30.1(b) shall be the exclusive means for a Member to make nominations of persons
for election of Directors at an annual general meeting).



 


		30.2	Any Member entitled to vote for the elections may nominate a person or persons for election as
Directors only if written notice of such Member's intent to make such nomination is given in accordance with the procedures set
forth in this Article, either by personal delivery or express or registered mail (postage prepaid), to the Company not earlier
than the close of business on the 120th day and not later than the close of business on the 90th day prior to the one-year anniversary
of the date of the annual general meeting for the immediately preceding year. However, in the event that the date of the annual
general meeting is more than 30 days before or after such anniversary date, in order to be timely, a Member's notice must be received
by the Company not later than the later of: (x) the close of business 90 days prior to the date of such annual general meeting;
and (y) if the first public announcement of the date of such advanced or delayed annual general meeting is less than 100 days prior
to such date, 10 days following the date of the first public announcement of the annual general meeting date. In no event shall
the public announcement of an adjournment or postponement of an annual general meeting, or such adjournment or postponement, commence
a new time period or otherwise extend any time period for the giving of a Member's notice as described herein. Members may nominate
a person or persons (as the case may be) for election to the Directors only as provided in this Article and only for such class(es)
as are specified in the notice of annual general meeting as being up for election at such annual general meeting.



 




    	 	27



     


    

 


		30.3	Each such notice of a Member's intent to make a nomination of a Director shall set forth:



 


		(a)	as to the Member giving notice and any beneficial owner on whose behalf the nomination is made:



 


		(i)	the name and address of such Member (as it appears in the Register of Members) and any such beneficial
owner on whose behalf the nomination is made;



 


		(ii)	the class and number of Shares which are, directly or indirectly, owned beneficially and of record
by such Member and any such beneficial owner, respectively, or their respective Affiliates (naming such Affiliates), as at the
date of such notice;



 


		(iii)	a description of any Covered Arrangement to which such Member or beneficial owner, or their respective
Affiliates, directly or indirectly, is a party as at the date of such notice;



 


		(iv)	any other information relating to such Member and any such beneficial owner that would be required
to be disclosed in a proxy statement in connection with a solicitation of proxies for the election of Directors in a contested
election pursuant to Section 14 of the Exchange Act; and



 


		(v)	a representation that the Member is a holder of record of Shares entitled to vote at such annual
general meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in such
Member's notice;



 


		(b)	a description of all arrangements or understandings between the Member or any beneficial owner,
or their respective Affiliates, and each nominee or any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the Member;



 


		(c)	a representation whether the Member or the beneficial owner is or intends to be part of a Group
which intends:



 


		(i)	to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the
Ordinary Shares (or other Shares) required to elect the Director or Directors nominated; and/or



 




    	 	28



     


    

 


		(ii)	otherwise to solicit proxies from Members in support of such nomination or nominations;



 


		(d)	as to each person whom the Member proposes to nominate for election or re-election as a Director:



 


		(i)	all information relating to such person as would have been required to be included in a proxy statement
filed in connection with a solicitation of proxies for the election of Directors in a contested election pursuant to Section 14
of the Exchange Act;



 


		(ii)	a description of any Covered Arrangement to which such nominee or any of his or her Affiliates
is a party as at the date of such notice



 


		(iii)	the written consent of each nominee to being named in the proxy statement as a nominee and to serving
as a Director if so elected; and



 


		(iv)	whether, if elected, the nominee intends to tender any advance resignation notice(s) requested
by the Directors in connection with subsequent elections, such advance resignation to be contingent upon the nominee's failure
to receive a majority vote and acceptance of such resignation by the Directors; and



 


		(e)	an undertaking by the Member of record and each beneficial owner, if any, to (i) notify the Company
in writing of the information set forth in Articles 30.3(a)(2), (a)(iii), (b) and (d) above as at the record date for the annual
general meeting promptly (and, in any event, within five (5) Business Days) following the later of the record date or the date
notice of the record date is first disclosed by public announcement and (ii) update such information thereafter within two (2)
Business Days of any change in such information and, in any event, as at close of business on the day preceding the meeting date.



 


		30.4	No person shall be eligible for election as a Director unless nominated in accordance with the
procedures set forth in the Articles. Except as otherwise provided by Applicable Law or the Articles, the chairman of any annual
general meeting to elect Directors or the Directors may, if the facts warrant, determine that a nomination was not made in compliance
with the foregoing procedure or if the Member solicits proxies in support of such Member's nominee(s) without such Member having
made the representation required by Article 30.3 (c); and if the chairman or the Directors should so determine, it shall be so
declared to the annual general meeting, and the defective nomination shall be disregarded. Notwithstanding anything in the Articles
to the contrary, unless otherwise required by Applicable Law or the rules of any applicable stock exchange or quotation system
on which Shares may be then listed or quoted, if a Member intending to make a nomination at an annual general meeting in accordance
with this Article does not:



 


		(a)	timely provide the notifications contemplated by of Article 30.3(e); or



 




    	 	29



     


    

 


		(b)	timely appear in person or by proxy at the annual general meeting to present the nomination, such
nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Company
or any other person or entity.



 


		30.5	Notwithstanding the foregoing provisions of this Article, any Member intending to make a nomination
at an annual general meeting in accordance with this Article, and each related beneficial owner, if any, shall also comply with
all requirements of the Exchange Act and the rules and regulations thereunder applicable to the same extent as if the Shares were
registered under the Exchange Act with respect to the matters set forth in the Articles; provided, however, that any references
in the Articles to the Exchange Act are not intended to and shall not limit the requirements applicable to nominations made or
intended to be made in accordance with Article 30.1(b).



 


		30.6	Nothing in this Article shall be deemed to affect any rights of the holders of any class of Preferred
Shares, or any other class of Shares authorised to be issued by the Company, to appoint Directors pursuant to the terms thereof.



 


		30.7	To be eligible to be a nominee for election or re-election as a Director pursuant to Article 30.1(b),
a person must deliver (not later than the deadline prescribed for delivery of notice) to the Company a written questionnaire prepared
by the Company with respect to the background and qualification of such person and the background of any other person or entity
on whose behalf the nomination is being made (which questionnaire shall be provided by the Company upon written request) and a
written representation and agreement (in the form provided by the Company upon written request) that such person:



 


		(a)	is not and will not become a party to:



 


		(i)	any agreement, arrangement or understanding with, and has not given any commitment or assurance
to, any person or entity as to how such person, if elected as a Director, will act or vote on any issue or question (a "Voting
Commitment") that has not been disclosed to the Company; or



 


		(ii)	any Voting Commitment that could limit or interfere with such person's ability to comply, if elected
as a Director, with such person's duties under Applicable Law;



 


		(b)	is not and will not become a party to any agreement, arrangement or understanding with any person
or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection
with service or action as a Director that has not been disclosed therein;



 


		(c)	in such person's individual capacity and on behalf of any person or entity on whose behalf the
nomination is being made, would be in compliance, if elected as a Director, and will comply with, Applicable Law and corporate
governance, conflict of interest, confidentiality and share ownership and trading policies and guidelines of the Company that are
applicable to Directors generally; and



 




    	 	30



     


    

 


		(d)	if elected as a Director, will act in the best interests of the Company and not in the interest
of any individual constituency. The nominating and governance committee shall review all such information submitted by the Member
with respect to the proposed nominee and determine whether such nominee is eligible to act as a Director. The Company and the nominating
and governance committee of the Directors may require any proposed nominee to furnish such other information as may reasonably
be required by the Company to determine the eligibility of such proposed nominee to serve as an independent Director or that could
be material to a reasonable Member's understanding of the independence, or lack thereof, of such nominee.



 


		30.8	At the request of the Directors, any person nominated for election as a Director shall furnish
to the Company the information that is required to be set forth in a Members' notice of nomination pursuant to this Article.



 


		30.9	Any Member proposing to nominate a person or persons for election as Director shall be responsible
for, and bear the costs associated with, soliciting votes from any other voting Member and distributing materials to such Members
prior to the annual general meeting in accordance with the Articles and applicable rules of the United States Securities Exchange
Commission. A Member shall include any person or persons such Member intends to nominate for election as Director in its own proxy
statement and proxy card.



 


		31	Powers of Directors



 


		31.1	Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions
given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the
Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which
would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors
at which a quorum is present may exercise all powers exercisable by the Directors.



 


		31.2	All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments
and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may
be in such manner as the Directors shall determine by resolution.



 


		31.3	The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement
to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may
make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.



 





		31.4	The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge
its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture
stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the
Company or of any third party.





 




    	 	31



     


    




 


		32	Appointment and Removal of Directors



 


		32.1	The Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution
remove any Director for Cause (and not otherwise).



 


		32.2	The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional
Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with
the Articles as the maximum number of Directors.



 


		33	Vacation of Office of Director



 


The office of a Director shall
be vacated if:


 


		(a)	the Director gives notice in writing to the Company that he resigns the office of Director; or



 


		(b)	the Director absents himself (for the avoidance of doubt, without being represented by proxy) from
three consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors pass
a resolution that he has by reason of such absence vacated office; or



 


		(c)	the Director dies, becomes bankrupt or makes any arrangement or composition with his creditors
generally; or



 


		(d)	the Director is found to be or becomes of unsound mind; or



 


		(e)	all of the other Directors (being not less than two in number) determine that he should be removed
as a Director for Cause (and not otherwise), either by a resolution passed by all of the other Directors at a meeting of the Directors
duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other Directors.



 


		34	Proceedings of Directors



 


		34.1	The quorum for the transaction of the business of the Directors may be fixed by the Directors,
and unless so fixed shall be a majority if there are three or more Directors, shall be two if there are two Directors, and shall
be one if there is only one Director.



 


		34.2	Subject to the provisions of the Articles, the Directors may regulate their proceedings as they
think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman
or, if there are co-chairman, each co-chairman, shall have a second or casting vote.



 




    	 	32



     


    

 


		34.3	A person may participate in a meeting of the Directors or committee of Directors by conference
telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with
each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting.
Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chairman or co-chairman
is located at the start of the meeting.



 


		34.4	A resolution in writing (in one or more counterparts) signed by all the Directors or all the members
of a committee of the Directors or, in the case of a resolution in writing relating to the removal of any Director or the vacation
of office by any Director, all of the Directors other than the Director who is the subject of such resolution shall be as valid
and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened
and held.



 


		34.5	A Director may, or other officer of the Company on the direction of a Director shall, call a meeting
of the Directors by at least two days' notice in writing to every Director which notice shall set forth the general nature of the
business to be considered unless notice is waived by all the Directors either at, before or after the meeting is held. To any such
notice of a meeting of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the
Members shall apply mutatis mutandis.



 


		34.6	The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding
any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles
as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors
to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose.



 


		34.7	The Directors may elect a chairman or co-chairman of their board and determine the period for which
he is to hold office; but if no such chairman or co-chairman is elected, or if at any meeting the chairman or co-chairman is not
present within fifteen minutes after the time appointed for the meeting to commence, the Directors present may choose one of their
number to be chairman of the meeting.



 


		34.8	All acts done by any meeting of the Directors or of a committee of the Directors shall, notwithstanding
that it is afterwards discovered that there was some defect in the appointment of any Director, and/or that they or any of them
were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if every such person had been
duly appointed and/or not disqualified to be a Director and/or had not vacated their office and/or had been entitled to vote, as
the case may be.



 


		34.9	A Director may be represented at any meetings of the board of Directors by a proxy appointed in
writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that
of the appointing Director.



 




    	 	33



     


    

 


		35	Presumption of Assent



 


A Director who is present at
a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action
with the person acting as the chairman or co-chairman or secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not
apply to a Director who voted in favour of such action.


 


		36	Directors' Interests



 


		36.1	A Director may hold any other office or place of profit under the Company (other than the office
of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the
Directors may determine.



 


		36.2	A Director may act by himself or by, through or on behalf of his firm in a professional capacity
for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.



 


		36.3	A Director may be or become a director or other officer of or otherwise interested in any company
promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such
Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of,
or from his interest in, such other company.



 


		36.4	No person shall be disqualified from the office of Director or prevented by such office from contracting
with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered
into by or on behalf of the Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall
any Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in
connection with any such contract or transaction by reason of such Director holding office or of the fiduciary relationship thereby
established. A Director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided
that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him at or prior to its
consideration and any vote thereon.



 


		36.5	A general notice that a Director is a shareholder, director, officer or employee of any specified
firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure
for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such
general notice it shall not be necessary to give special notice relating to any particular transaction.



 




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		37	Minutes



 


The Directors shall cause minutes
to be made in books kept for the purpose of recording all appointments of officers made by the Directors, all proceedings at meetings
of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names
of the Directors present at each meeting.


 


		38	Delegation of Directors' Powers



 


		38.1	The Directors may delegate any of their powers, authorities and discretions, including the power
to sub-delegate, to any committee consisting of one or more Directors. Any such delegation may be made subject to any conditions
the Directors may impose and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked
or altered by the Directors. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the
Articles regulating the proceedings of Directors, so far as they are capable of applying.



 


		38.2	The Directors may establish any committees, local boards or agencies or appoint any person to be
a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees, local
boards or agencies. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally
with or to the exclusion of their own powers and any such appointment may be revoked or altered by the Directors. Subject to any
such conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the
proceedings of Directors, so far as they are capable of applying.



 


		38.3	The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company
on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and
may be revoked by the Directors at any time.



 


		38.4	The Directors may by power of attorney or otherwise appoint any company, firm, person or body of
persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for
such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under
the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other
appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised
signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or
any of the powers, authorities and discretions vested in him.



 


		38.5	The Directors may appoint such officers of the Company (including, for the avoidance of doubt and
without limitation, any chairman (or co-chairman) of the board of Directors, vice chairman of the board of Directors, one or more
chief executive officers, presidents, a chief financial officer, a secretary, a treasurer, vice-presidents, one or more assistant
vice presidents, one or more assistant treasurers, one or more assistant secretaries or any other officers as may be determined
by the Directors) as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such
provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment
an officer of the Company may be removed by resolution of the Directors or Members. An officer of the Company may vacate his office
at any time if he gives notice in writing to the Company that he resigns his office.



 




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		39	No Minimum Shareholding



 


The Company in general meeting
may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed
a Director is not required to hold Shares.


 


		40	Remuneration of Directors



 


		40.1	The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors
shall determine. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by
them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company,
or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business
of the Company or the discharge of their duties as a Director, or to receive a fixed allowance in respect thereof as may be determined
by the Directors, or a combination partly of one such method and partly the other.



 


		40.2	The Directors may by resolution approve additional remuneration to any Director for any services
which in the opinion of the Directors go beyond his ordinary routine work as a Director. Any fees paid to a Director who is also
counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration
as a Director.



 


		41	Seal



 


		41.1	The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the
authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has
been affixed shall be signed by at least one person who shall be either a Director or some officer of the Company or other person
appointed by the Directors for the purpose.



 


		41.2	The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal
or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition
on its face of the name of every place where it is to be used.



 


		41.3	A Director or officer, representative or attorney of the Company may without further authority
of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under
seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.



 




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		42	Dividends, Distributions and Reserve



 


		42.1	Subject to the Statute and this Article and except as otherwise provided by the rights attached
to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment of the
Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be
an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically
state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised
or unrealised profits of the Company, out of the share premium account or as otherwise permitted by the Statute.



 


		42.2	Except as otherwise provided by the rights attached to any Shares, all Dividends and other distributions
shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall
rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly.



 


		42.3	The Directors may deduct from any Dividend or other distribution payable to any Member all sums
of money (if any) then payable by him to the Company on account of calls or otherwise.



 


		42.4	The Directors may resolve that any Dividend or other distribution be paid wholly or partly by the
distribution of specific assets and in particular (but without limitation) by the distribution of shares, debentures, or securities
of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors
may settle the same as they think expedient and in particular may issue fractional Shares and may fix the value for distribution
of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of
the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees in such manner
as may seem expedient to the Directors.



 


		42.5	Except as otherwise provided by the rights attached to any Shares, Dividends and other distributions
may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required
and how any costs involved are to be met.



 


		42.6	The Directors may, before resolving to pay any Dividend or other distribution, set aside such sums
as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of
the Company and pending such application may, at the discretion of the Directors, be employed in the business of the Company.



 


		42.7	Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares
may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of
the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members
or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall
be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts
for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them as joint holders.



 




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		42.8	No Dividend or other distribution shall bear interest against the Company.



 


		42.9	Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed
after six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of the Directors,
be paid into a separate account in the Company's name, provided that the Company shall not be constituted as a trustee in respect
of that account and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution
which remains unclaimed after a period of six years from the date on which such Dividend or other distribution becomes payable
shall be forfeited and shall revert to the Company.



 


		43	Capitalisation



 


The Directors may at any time
capitalise any sum standing to the credit of any of the Company's reserve accounts or funds (including the share premium account
and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for
distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members
had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying
up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid.
In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given
to the Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including
provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors
may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such
capitalisation and matters incidental or relating thereto and any agreement made under such authority shall be effective and binding
on all such Members and the Company.


 


		44	Books of Account



 


		44.1	The Directors shall cause proper books of account to be kept with respect to all sums of money
received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and
purchases of goods by the Company and the assets and liabilities of the Company. Proper books of account shall not be deemed to
be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's
affairs and to explain its transactions.



 


		44.2	The Directors shall determine whether and to what extent and at what times and places and under
what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members
not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of
the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting.



 




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		44.3	The Directors may cause to be prepared and to be laid before the Company in general meeting profit
and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.



 


		45	Audit



 


		45.1	The Directors may appoint an Auditor of the Company who shall hold office on such terms as the
Directors determine.



 


		45.2	Every Auditor of the Company shall have a right of access at all times to the books and accounts
and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and
explanation as may be necessary for the performance of the duties of the Auditor.



 


		45.3	Auditors shall, if so required by the Directors, make a report on the accounts of the Company during
their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered
with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment
in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during
their term of office, upon request of the Directors or any general meeting of the Members.



 


		46	Notices



 


		46.1	Notices shall be in writing and may be given by the Company to any Member either personally or
by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where
the notice is given by e-mail by sending it to the e-mail address provided by such Member). Any notice, if posted from one country
to another, is to be sent by airmail.



 


		46.2	Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery
of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays
or public holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service
of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and
shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands)
following the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be
deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day
that it was transmitted. Where a notice is given by e-mail service shall be deemed to be effected by transmitting the e-mail to
the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent,
and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient.



 




    	 	39



     


    

 


		46.3	A notice may be given by the Company to the person or persons which the Company has been advised
are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which
are required to be given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased,
or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so
entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death
or bankruptcy had not occurred.



 


		46.4	Notice of every general meeting shall be given in any manner authorised by the Articles to every
holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of
joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person
upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of
a Member where the Member but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person
shall be entitled to receive notices of general meetings.



 


		47	Winding Up



 


		47.1	If the Company shall be wound up the liquidator shall apply the assets of the Company in satisfaction
of creditors' claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in
a winding up:



 


		(a)	if the assets available for distribution amongst the Members shall be insufficient to repay the
whole of the Company's issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be
borne by the Members in proportion to the par value of the Shares held by them; or



 


		(b)	if the assets available for distribution amongst the Members shall be more than sufficient to repay
the whole of the Company's issued share capital at the commencement of the winding up, the surplus shall be distributed amongst
the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction
from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.



 


		47.2	If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares
and with the sanction of a Special Resolution of the Company and any other sanction required by the Statute, divide amongst the
Members in kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind
or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or
different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees
upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member
shall be compelled to accept any asset upon which there is a liability.



 




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		48	Indemnity and Insurance



 


		48.1	Every Director and officer of the Company (which for the avoidance of doubt, shall not include
auditors of the Company), together with every former Director and former officer of the Company (each an "Indemnified Person")
shall be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages
or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act
in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud, wilful
neglect or wilful default. No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company
as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual
fraud, wilful neglect or wilful default of such Indemnified Person. No person shall be found to have committed actual fraud, wilful
neglect or wilful default under this Article unless or until a court of competent jurisdiction shall have made a finding to that
effect.



 


		48.2	The Company shall advance to each Indemnified Person reasonable attorneys' fees and other costs
and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified
Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person
shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final
adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined
by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to
such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and
any advancement shall be returned to the Company (without interest) by the Indemnified Person.



 


		48.3	The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of
any Director or other officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach
to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation
to the Company.



 


		49	Financial Year



 


Unless the Directors otherwise
prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation,
shall begin on 1st January in each year.


 


		50	Transfer by Way of Continuation



 


If the Company is exempted as
defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have
the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands
and to be deregistered in the Cayman Islands.


 




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		51	Mergers and Consolidations



 


The Company shall, with the approval
of a Special Resolution, have the power to merge or consolidate with one or more constituent companies (as defined in the Statute),
upon such terms as the Directors may determine.


 


		52	Business Opportunities



 


		52.1	In recognition and anticipation of the facts that: (a) directors, managers, officers, members,
partners, managing members, employees and/or agents of one or more members of the Investor Group (each of the foregoing, an “Investor
Group Related Person”) may serve as Directors and/or officers of the Company); and (b) the Investor Group engages, and
may continue to engage in the same or similar activities or related lines of business as those in which the Company, directly or
indirectly, may engage and/or other business activities that overlap with or compete with those in which the Company, directly
or indirectly, may engage, the provisions of this Article are set forth to regulate and define the conduct of certain affairs of
the Company as they may involve the Members and the Investor Group Related Persons, and the powers, rights, duties and liabilities
of the Company and its officers, Directors and Members in connection therewith.



 


		52.2	To the fullest extent permitted by Applicable Law, the Investor Group and the Investor Group Related
Persons shall have no duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly
in the same or similar business activities or lines of business as the Company. To the fullest extent permitted by Applicable Law,
the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential
transaction or matter which may be a corporate opportunity for either the Investor Group or the Investor Group Related Persons,
on the one hand, and the Company, on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted
by Applicable Law, the Investor Group and the Investor Group Related Persons shall have no duty to communicate or offer any such
corporate opportunity to the Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as
a Member, Director and/or officer of the Company solely by reason of the fact that such party pursues or acquires such corporate
opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information
regarding such corporate opportunity to the Company.



 


		52.3	Except as provided elsewhere in this Article, the Company hereby renounces any interest or expectancy
of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate
opportunity for both the Company and the Investor Group, about which a Director and/or officer of the Company who is also an Investor
Group Related Person acquires knowledge.



 




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		52.4	To the extent a court might hold that the conduct of any activity related to a corporate opportunity
that is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest
extent permitted by Applicable Law, any and all claims and causes of action that the Company may have for such activities. To the
fullest extent permitted by Applicable Law, the provisions of this Article apply equally to activities conducted in the future
and that have been conducted in the past.



 


		52.5	As used in this Article, the following definitions shall apply:



 


		(a)	“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under
the Exchange Act; and



 


		(b)	“Investor Group” shall mean Blackstone Tactical Opportunities Fund II, L.P.,
CF Capital Growth, LLC, CC Capital Management LLC, GSO Capital Partners LP and Fidelity National Financial, Inc. and their respective
Affiliates, and the respective successors and assigns of the foregoing.



 


		53	Voting of Subsidiary Shares



 


		53.1	Notwithstanding any other provision of the Articles to the contrary (but subject to Article 53.2),
if the Company, in its capacity as a member or shareholder of any Subsidiary of the Company that is not a company or corporation
organised under the laws of the United States of America or any state (or limited liability company organised under the laws of
the United States of AMerica or any state that is taxable as a company or corporation for United States Federal income tax purposes)
and that is not treated as a pass-through vehicle or disregarded entity for United States federal income tax purposes (unless such
disregarded entity owns, directly or indirectly, any subsidiary organised under the laws of a jurisdiction outside the United States
of America that is treated as a corporation for United States federal income tax purposes), is required or has the right to vote
at a general meeting or special meeting of such Subsidiary (whether in person or by its attorney-in-fact or proxy) (or by written
resolution in lieu of a general meeting or special meeting), and the subject matter of the vote is:



 


		(a)	the appointment, removal or remuneration of directors of a non- United States Subsidiary of the
Company; or



 


		(b)	any other subject matter with respect to a non-United States Subsidiary of the Company that legally
requires the approval of the shareholders of such non-United States Subsidiary of the Company, the Directors shall refer the subject
matter of the vote to the Members and seek instruction from the Members entitled to vote generally at an election of Directors
for the Company's corporate representative or proxy to vote with respect to the resolution proposed by such Subsidiary of the Company.



 


The Directors shall cause the
Company's corporate representative or proxy to vote the Company's shares in such Subsidiary of the Company pro rata to the votes
received at the general meeting of the Company, with votes for or against the directing resolution being taken, respectively, as
an instruction for the Company's corporate representative or proxy to vote the appropriate proportion of its share for and the
appropriate proportion of its shares against the resolution proposed by such Subsidiary of the Company. The Directors shall have
authority to resolve any ambiguity. All votes referred to the Members pursuant to this Article shall give effect to and otherwise
be subject to the voting power restrictions of Article 4.


 




    	 	43



     


    

 


		53.2	If the Directors, in their discretion, determine that the application of Article 53.1(b) with respect
to a particular vote is not necessary to achieve the purposes of this Article, they may waive the application of Article 53.1(b)
with respect to such vote.



 


		54	Bye-laws or Articles of Association of Certain Subsidiaries



 


The Directors shall require that
the bye-laws or articles of association or similar organisational documents of each Subsidiary of the Company that is not a company
or corporation organised under the laws of the United States of AMerica or any state (or limited liability company organised under
the laws of the United States of America or any state that is taxable as a corporation for United States Federal income tax purposes)
and that is not treated as a pass-through vehicle or disregarded entity for United States federal income tax purposes (unless such
disregarded entity owns, directly or indirectly, any subsidiary organized under the laws of a jurisdiction outside the United States
that is treated as a corporation for United States federal income tax purposes) contain provisions substantially similar to Article
53 and this Article. The Company shall enter into agreements, as and when determined by the Directors, with each such Subsidiary
of the Company, only if and to the extent reasonably necessary and permitted under Applicable Law, to effectuate or implement this
Article.


 








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