Exhibit 4.5


 





TAUSSIG CAPITAL LTD.







 





CONFIDENTIAL


 


July 9th , 2015


 


Till Capital Ltd.


Continental Building


25 Church Street


Hamilton HM12


Bermuda


 


Attn:William M. Sheriff


Director, President and Chief Executive
Officer


 


Dear Bill,


 


This letter agreement (this “Agreement”)
confirms our understanding with respect to your engagement of Taussig Capital Ltd., a company incorporated under the laws of Bermuda,
(“Taussig”) to serve as a non-exclusive “Advisor” with respect to the matters set forth herein to Till
Capital Ltd., a company incorporated under the laws of Bermuda (the “Company”). Capitalized terms not otherwise defined
herein shall have the meanings set forth in Section 5.


 


1.SERVICES.


 


Taussig is hereby appointed as a non-exclusive
Advisor to the Company in connection with the pursuit and execution of a Financing Transaction to raise new equity in the Company’s
restricted voting shares.


 


It is agreed by and between the Company
and Taussig that any Financing Transaction will be at an amount equal to or exceeding the Company’s Book Value per restricted
voting share, and that Taussig will raise no less than US$50 million and up to US$150 million net to the Company.


 


(a)Financing Transaction. Taussig will
provide services to the Company in connection with its pursuit and execution of a Financing Transaction, which services may include
but not be limited to the following, as the parties shall from time to time mutually agree in writing:


 


		·	contacting and following up with the Prospective Investors;



 


		·	facilitating negotiations with the Prospective Investors; and



 


		·	performing any such other advisory services as may be appropriate and requested by the Company.



 


(b)Best Efforts Offering. Taussig shall
only be obligated to assist the Company with the sale of securities of the Company (the “Securities”) on a “best
efforts” basis as described above. The Securities may only be offered in jurisdictions in which Taussig or, if applicable,
its sub advisors are duly licensed and authorized to conduct business as a broker/dealer in securities or are exempt from registration
therefrom.


 



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2.COMPENSATION.


 


Subject to all applicable laws, regulations
and stock exchange requirements, as compensation for acting as an Advisor to the Company hereunder, Taussig shall be entitled to
receive success fees and reimbursement of out-of-pocket expenses as follows:


 


(a)Success Fees.


 


(i)In the event
the Company closes a Financing Transaction during the Term (or during the Tail Period) with a Taussig Prospect, the Company shall
pay Taussig a cash fee equal to six percent (6%) of Transaction Value, subject to a maximum fee of US$3.0 million.


 


(ii)Additionally,
subject to compliance with all applicable laws, regulations and stock exchange requirements, the Company shall issue to Taussig
warrants of the Company’s restricted voting shares equal to 5% of the Financing Transaction during the Term (or during the
Tail Period) with a Taussig Prospect (1) priced at the value per restricted voting share at which the Financing Transaction during
the Term (or during the Tail Period) with a Taussig Prospect is issued (or convertible into); and (2) exercisable for a period
of ten years from the date of issue of the securities issued or five years if a ten-year expiry period is not permitted by the
applicable regulators or stock exchange prior to the end of 2017. The Company shall use all reasonable best efforts to have its
restricted voting shares listed in such a way that regulatory or stock exchange permissions shall not be necessary for such warrant
issuance to Taussig, without prejudice to the liquidity requirements of the Company’s current shareholders. The warrants
issued to Taussig shall also have piggyback registration rights in tandem with Securities issued pursuant to a Financing Transaction
during the Term (or during the Tail Period) with a Taussig Prospect or any other Securities that are listed or registered by the
Company. In the event that any warrants are issued as provided herein, Taussig and Multi-Strat Holdings Ltd. (“Multi-Strat”)
each agree that the warrants provided herein shall supersede and replace future warrants earned or to be earned by Multi-Strat
pursuant to the warrant arrangement between the Company and Multi-Strat.


 


(iii)Nothing in
this Agreement shall preclude the Company from concurrently securing any other Financing Transaction or engaging another placement
agent, investment bank, or advisor (the “Other Advisor”), provided that the other engagement does not contravene this
engagement. In the event Company secures any other Financing Transaction that is not with a Taussig Prospect, Taussig shall not
be entitled to Success Fees or compensation of any kind on the other Financing Transaction. Any Prospective Investor introduced
to the Company during the Term prior to the engagement of such Other Advisor will be included on the Taussig Reserve List, a written
copy of which list will be updated on an ongoing basis and provided to the Company by Taussig during the Term (the “Taussig
Reserve List”). In addition, prior to the engagement of an Other Advisor during the Term (for which the Company will provide
Taussig no less than two prior business days’ notice), Taussig will be able to add up to 30 Prospective Investors who meet
the requirements set out in Section 5(d)(i) to the Taussig Reserve List.


 


(b)Retainer. Taussig will be paid a
monthly retainer of $25,000 on a month-to-month basis up to a maximum of four months, such retainer to be immediately cancelable
at the sole discretion of the Company upon the expiration of each monthly period by an officer of the Company providing email notification
to an officer of Taussig. All monthly retainer payments will be creditable against the Success Fees payable pursuant to Section
2(a). In the event the Company engages an Other Advisor for a Financing Transaction with a retainer that is greater than herein
provided, the retainer to Taussig will become pari passu with the retainer of the Other Advisor.


 



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(c)Payment and Delivery. The parties
acknowledge and agree that a Financing Transaction may be conducted in one or a series of related transactions, and each such Financing
Transaction, together with any related transactions thereto shall be deemed to be a single transaction for the purposes of calculating
the fees payable to Taussig hereunder. All fees payable to Taussig pursuant to Section 2(a) shall be (A) payable in cash, by wire
transfer of immediately available funds to an account designated by Taussig, and (B) due and payable immediately upon the consummation
and closing of a Financing Transaction. For the avoidance of doubt, if any Financing Transaction provides for payments to the Company
at a future date (e.g. installment payments, milestone payments or earn-out payments), then any fees payable to Taussig in connection
with such future payments shall only be made if and when such payments are received by the Company.


 


(d)Expenses. The Company shall reimburse
Taussig for reasonable and accountable out-of-pocket expenses incurred in performing its services hereunder; provided, however,
that the Company must approve in advance and in writing any expenses in excess of $25,000 in the aggregate.


 


3.TERM AND TERMINATION; “TAIL
PERIOD”.


 


The term of this Agreement shall be for
a period of four months from the execution of this Agreement; provided, however, that (i) the Company may terminate this Agreement
at any time after 30 days, and (ii) such initial term may be extended upon the mutual written consent of the parties (as may be
extended from time to time, the “Term”). Notwithstanding the foregoing, unless this Agreement is terminated by Taussig,
or by the Company for Cause (as defined below), in the event that the Company enters into a definitive agreement relating to a
Financing Transaction with a Taussig Prospect during the Tail Period and that agreement subsequently results in a Financing Transaction
with a Taussig Prospect that closes within six months following the execution of such agreement, the Company shall pay and deliver
to Taussig all fees and expenses set forth in Section 2, in accordance with the terms thereof as though such Financing Transaction
were consummated during the Term. As used in this paragraph, “Cause” means any of gross negligence, bad faith or willful
misconduct by Taussig or any affiliates or subsidiaries, or any directors, officers, employees, agents or representatives thereof,
in each case that is either not capable of remedy or, if capable of remedy, is not remedied promptly and in any event with 30 days
of written notice thereof given to Taussig by the Company.


 


4.REPRESENTATIONS, WARRANTIES AND COVENANTS.


 


(a)Representations and Warranties.


 


(i)Each party represents
and warrants to the other parties that (A) such party is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and
as proposed to be conducted, (B) all corporate action required to be taken by such party in order to authorize the Company to enter
into this Agreement and, in the case of the Company and where applicable, issue the warrants described in Section 2(a) has been
taken or will be taken prior to the consummation of a Financing Transaction by a Taussig Prospect, and (C) this Agreement, when
executed and delivered by the parties, shall constitute valid and legally binding obligations of the parties, enforceable against
each.


 



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(ii)The Company
acknowledges and agrees that references to “Company” include any and all affiliates, subsidiaries, successors and assigns
of Till Capital Ltd, and that any fees due and payable by the Company to Taussig under this Agreement shall also be payable by
any such affiliate or subsidiary of the Company for which or related to which services were rendered hereunder.


 


(iii)The Company
acknowledges and agrees that Taussig will not be providing the Company, and the Company shall not look to Taussig for, tax, legal
or accounting advice.


 


(b)Information. In connection with
Taussig activities on the Company’s behalf, the Company will furnish Taussig with the information Taussig may reasonably
request and will provide Taussig access during regular business hours to the Company’s officers, accountants and counsel.
The Company acknowledges that in rendering its services hereunder, Taussig shall use and rely solely on the information provided
by the Company as well as publicly available information regarding the Company and other potential parties to a Financing Transaction.
Taussig does not assume responsibility for the accuracy or completeness of any such information. Any advice rendered by Taussig
pursuant to this Agreement may not be disclosed without Taussig’s prior written consent which shall not be unreasonably withheld.


 


(c)Marketing. The Company agrees that,
subject to all applicable laws, Taussig shall have the right to place advertisements in financial and other newspapers and journals
describing its services to the Company hereunder upon prior review and written approval by the Company.


 


(d)Indemnification.


 


(i)The Company
hereby agrees to hold harmless and indemnify Taussig and its subsidiaries, affiliates, successors and assigns, officers, directors,
employees, attorneys, accountants, agents and representatives (collectively, “Representatives”) from against any and
all claims, actions, demands, expenses, losses and liabilities of every kind and nature, including without limitation, reasonable
attorneys’ fees (collectively, “Claims”) related to or arising out of (i) any breach by the Company of any of
the representations, warranties, covenants, obligations and/or agreements contained in this Agreement, (ii) any untrue statement
or alleged untrue statement of a material fact contained in any oral or written statement of the Company or any of its Representatives
to Taussig or any of its Representatives or to any actual or potential buyers, sellers, investors, lenders, joint venturers or
partners, including but not limited to, any executive summary, financial statements, pitch deck, information sheet, offering memorandum,
private placement memorandum or prospectus, or the like, drafted and/or approved by the Company, or any amendments or supplements
to any of the foregoing drafted and/or approved by the Company, (each, a “Marketing Document”), (iii) any omission
or alleged omission to state in any Marketing Document a material fact required to be stated therein or necessary to make the statements
therein not misleading, or (iv) any violation or alleged violation by the Company or any of its Representatives of any federal
or state securities or other laws, rules or regulations or any other action taken or any failure or omission to act by the Company
or any of its Representatives.


 



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    TAUSSIG CAPITAL LTD.


    




(ii)If any action
or proceeding shall be brought or claim asserted against Taussig and/or its Representatives (in such capacity, collectively, the
“Indemnified Parties” and, individually, an “Indemnified Party”), in respect of which indemnity shall be
sought from the other party (in such capacity, the “Indemnifying Party”), the Indemnified Party shall promptly notify
the Indemnifying Party and the Indemnifying Party shall assume the defense thereof, including the employment of counsel at the
Indemnifying Party’s expense. Each Indemnified Party reserves the right, at its option and expense, to participate in such
defense. The Indemnifying Party shall not be liable for any settlement of such action or proceeding without its written consent,
but if settled with its written consent or if there be a final judgment for the plaintiff in such action or proceeding, the Indemnifying
Party agrees to hold harmless and indemnify any Indemnified Party from and against any loss or liability by reason of such settlement
or judgment.


 


(iii)Notwithstanding
anything to the contrary set forth in this Agreement, the Indemnifying Party shall not be responsible for any claims, liabilities,
losses, damages or expenses against or incurred by the Indemnified Parties if, and only to the extent that, it is finally adjudicated
by an arbiter or court of competent jurisdiction that they result primarily from the willful misconduct or gross negligence of
an Indemnified Party.


 


(iv)The indemnification
provided for in this Section 4(d) shall be in addition to any rights that Taussig may have at common law or otherwise.


 


(e)Confidentiality. Except as contemplated
by the terms hereof or as required by applicable law or legal process, Taussig shall keep confidential all material non-public
information provided to it by or at the request of the Company, and shall not disclose such information to any third party or to
any of its employees or advisors except to those persons who have a need to know such information in connection with Taussig’s
performance of its responsibilities hereunder and who are advised of the confidential nature of the information and who agree to
keep such information confidential. Except as required by applicable law, pursuant to an order of a court of competent jurisdiction
or the request of a regulatory authority having jurisdiction over Taussig or its affiliates (a “Demand”) any advice
to be provided by Taussig under this Agreement shall not be disclosed publicly or made available to third parties (other than the
Company’s other professional advisors) without the prior written consent of Taussig (which consent shall not be unreasonably
withheld, conditioned or delayed). All services, advice and information and reports provided by Taussig in connection with this
engagement shall be for the sole benefit of the Company and shall not be relied upon by any other person. In the event that Taussig
is served with a Demand, Taussig will promptly advise the Company of the same and will cooperate with all reasonable and lawful
requests by the Company to prevent the disclosure of confidential and/or proprietary information pursuant to such Demand. Notwithstanding
any of the foregoing, the following will not constitute confidential information for purposes of this Agreement: (i) information
which was already in Taussig’s possession (or the possession of any of its professionals) and not subject to any existing
confidentiality obligations to the Company, or that was available to Taussig on a non-confidential basis, prior to its receipt
from the Company; (ii) information which is obtained by Taussig (or any of its professionals) from a third person who, insofar
as is known to Taussig, is not prohibited from transmitting the information to Taussig by a contractual, legal or fiduciary obligation
to the Company; or (iii) information which is or becomes publicly available through no fault of Taussig or any of its professionals.


 


(f)Attorneys’ Fees. If any action,
proceeding or arbitration at law or in equity is necessary to enforce or interpret the terms of this Agreement, and the offending
party is found to have violated the terms of this Agreement, the offending party agrees that, in addition to any other relief that
the non-offending party may be entitled, it shall also indemnify and reimburse the non-offending party for all of its reasonable
attorneys’ fees, costs and disbursements incurred in connection with such action.


 



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(g)Limitation of Taussig’s Liability
to the Company. Taussig and the Company further agree that neither Taussig nor any of its affiliates or any of its their respective
officers, directors, controlling persons (within the meaning of Section 15 of the Act or Section 20 of the U.S. Securities Exchange
Act of 1934), employees, consultants or agents shall have any liability to the Company, its security holders or creditors, or any
person asserting claims on behalf of or in the right of the Company (whether direct or indirect, in contract, tort, for an act
of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief arising out of or relating
to this Agreement or the services rendered hereunder, except for losses, fees, damages, liabilities, costs or expenses that arise
out of or are based on any action of or failure to act by Taussig and that are finally determined (by a court of competent jurisdiction
and after exhausting all appeals) to have resulted solely from the gross negligence, fraudulent actions or willful misconduct of
Taussig. With respect to alleged breaches of the Confidentiality provisions herein by Taussig, the Company shall have the right
to pursue equitable relief in addition to any other remedy in equity or law.


 


5.CERTAIN DEFINITIONS.


 


(a) “Excluded Issuances”
shall mean (1) issuances of Securities under equity incentive and other employee benefit plans, (2) sales of Securities to any
director, officer or shareholder of the Company or any affiliate thereof, and (3) issuances of securities not covered under this
Agreement including any securities issued as a result of an agreement with an Other Advisor.


 


(b)“Financing Transaction”
shall mean, directly or indirectly, whether in a single transaction or a series of related transactions, a private or public offering
or issuance of the restricted voting shares of the Company.


 


(c)“Book Value” shall mean
the US dollar amount of the Company’s total assets less total liabilities, as reported by the Company in its most recently
released quarterly consolidated financial statements.


 


(d)“Prospective Investors”
and “Taussig Prospect” shall mean:


 


		(i)	any investor or group of investors who (a) have a demonstrated interest in insurance and/or reinsurance
and the financial ability to subscribe for the entire amount of the Financing Transaction in immediately available proceeds, (b)
are introduced to the Company by Taussig in person or over the phone, (c) are not listed on Exhibit “A” hereto as already
known to the Company, and (d) are “accredited investors” as defined in Rule 501 under the U.S. Securities Act of 1933
(the “Securities Act”), or not a “U.S. Person” for purposes of Regulation S under the Securities Act; and



 


(ii) any
investor or group of investors who are included on the Taussig Reserve List.


 


(e)“Tail Period” shall
mean the period from the date of execution of this Agreement to December 31, 2017.


 



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(f) “Transaction Value”
shall mean the total proceeds actually received by the Company or its shareholders in the Financing Transaction with the Taussig
Prospects, other than proceeds from Excluded Issuances.


 


6.INVESTMENT MANAGEMENT.


 


Upon closing of the Financing Transaction
with a Taussig Prospect during the Term or the Tail Period, and for a period of at least two years from the closing of such Financing
Transaction, the Company shall agree that up to 75% of the proceeds of the Financing Transaction with a Taussig Prospect during
the Term or the Tail Period that are available for investment shall be managed by the Taussig Prospect, or a designee of such Taussig
Prospect, subject to all applicable laws, regulations and stock exchange requirements (the “Investment Management Right”).


 


If the Financing Transaction is advised
by an Other Advisor, in the event that investments from a Taussig Prospect as part of such Financing Transaction during the Term
or the Tail Period into the equity of the Company do not include an Investment Management Right and such investment is US$5,000,000
or less, the Financing Transaction will be EXCLUDED from the Success Fee payable to Taussig and the accompanying warrant will NOT
be issued.


 


If the Financing Transaction is NOT part
of an offering conducted by an Other Advisor, in the event that investments from a Taussig Prospect as part of such Financing Transaction
during the Term or the Tail Period into the equity of the Company do not include an Investment Management Right and such investment
is US$5,000,000 or less, the Financing Transaction will be INCLUDED in the Success Fee payable to Taussig but the accompanying
warrant will NOT be issued.


 



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7.MISCELLANEOUS.


 


This Agreement contains the entire understanding
between the parties with respect to its subject matter. Neither this Agreement nor any provision contained this Agreement may be
amended, terminated, extended, varied, modified, supplemented, or otherwise changed except by written agreement signed by each
party. Headings are inserted for reference only and shall not in any way define or affect the meaning, construction or scope of
any of the provisions of this Agreement. A waiver by a party of any right or provision under this Agreement must be in writing
and shall not operate or be construed as a waiver of such right or provision at any other time. This Agreement shall not be assigned
unless by written agreement between the parties; provided. This Agreement shall inure to the benefit of, and may be enforced by
the successor and assigns of, each party. This Agreement is entered into under the laws of Bermuda (without giving effect to its
conflicts of law principles). Any lawsuit or legal action or proceeding relating to this Agreement shall be brought in Bermuda,
and the parties submit to the jurisdiction of the Bermuda courts If any provision of this Agreement is found to be invalid or unenforceable,
the parties agrees that any such provision may be altered or modified in a manner so as to protect the parties legitimate business
interests and that such finding shall not affect the validity or enforcement of the other provisions of this Agreement. This Agreement
may be executed in counterparts, each of which shall be deemed an original and both of which shall constitute a single agreement.
Any counterpart may be delivered by facsimile or electronic transmission with the same effect as if delivered personally. Each
party represents and warrants to the other parties that it has had a full opportunity to seek legal advice and representation by
an independent counsel of its own choosing in connection with this Agreement and such party has either done so or, in its business
judgment, declined to do so.


 


 


 


[SIGNATURE PAGE TO FOLLOW]




 


 


 



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    TAUSSIG CAPITAL LTD.


    




If the terms of our engagement as set forth
in this Agreement are satisfactory to you, kindly countersign and date the enclosed copy of this Agreement and return it to us.
This Agreement shall be effective and binding as of the date of your countersignature below.


 


Very truly yours,


 


 


 





	Taussig Capital Ltd.
	By:	”/s/Joseph Taussig”	 
	Joseph Taussig	 
	Director and Chairman	 
	Dated: July 9, 2015	 
	 	 	 
	 	 	 
	ACCEPTED AND AGREED TO:	 
	Till Capital Ltd.	 
	By:	”/s/William Sheriff”	 
	William M. Sheriff	 
	Director, President and Chief Executive Officer	 
	Dated: July 9, 2015	 
	 	 	 
	 	 	 
	Multi-Strat Holdings Ltd.	 
	By:	”/s/ Joseph Taussig”	 
	Joseph Taussig	 
	Title:Director	 




 


 


Dated: July 9, 2015


 






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    TAUSSIG CAPITAL LTD.


    

Exhibit “A”


 


List of Potential Investors known to the
Company


 


 


		1.	Michael Farrugia, (MDR Copper Corporation)



		2.	David Banks (Janney Montgomery Scott)



		3.	Jeffrey Gendell (Tontine Asset Management) and any Tontine entities affiliated or associated therewith
including Tontine Associates and Tontine Partners



		4.	Robert Gibson (Ingalls & Snyder and Capital Formation Group)



		5.	Travis Anderson (Gilder, Gagnon, Howe)





 


 


 


 


 


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