officersanddirectorsinde






INDEMINFICATION AGREEMENT     This Agreement, made and entered into as of the 10th day of December, 2019 (“Agreement”), among and  between Maiden Holdings, Ltd., a Bermuda company (the “Company”), and the individual listed on the signature page  hereof (the “Indemnitee”);     WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to  indemnify such persons to the fullest extent permitted by applicable law so that he or she will serve or continue to  serve the Company free from undue concern that he will not be so indemnified; and     WHEREAS, Indemnitee is willing to serve, for or on behalf of the Company, on the condition that he be so  indemnified;     NOW THEREFORE, in consideration of the premises and the covenants contained herein, the Company and  Indemnitee to hereby covenant and agree as follows:     SECTION 1. Service by Indemnitee.  Indemnitee agrees to continue to serve as a director and/or officer of  the Company.  Indemnitee may at any time and for any reason resign from such position (subject to any other  contractual obligation or any obligation imposed by operation of law).     SECTION 2. Indemnification – General.  The Company shall indemnify, and advance Expenses (as  hereinafter defined) to Indemnitee as provided by applicable law in effect on the date hereof and to such greater extent  as applicable law may thereafter from time to time permit.  The rights of Indemnitee provided under the preceding  sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement.     The indemnification provide under this Agreement is in addition to and not in lieu of any other  indemnification provided to Indemnitee by any other agreement or by operation of law.     SECTION 3.  Proceedings Other Than Proceedings by or in the Right of the Company.  Indemnitee shall be  entitled to the rights of indemnification provided in this Section 3 if, by reason of his or her Corporate Status (as  hereinafter defined), he or she is, or is threatened to be made, a party to any threatened, pending, or completed  Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company.  Pursuant to this  Section 3, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in  settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding or  any claim, issue or matter therein, if he or she acted in good faith and in a manner he or she reasonably believed to be  in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable  cause to believe his or her conduct was unlawful.     SECTION 4. Proceedings by or in the Right of the Company.  Indemnitee shall be entitled to the rights of  indemnification provided in this Section 4 if, by reasons of his or her Corporate Status, he or she is, or is threated to be  made, party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure  a judgment in its favor.  Pursuant to this Section, Indemnitee shall be indemnified against Expenses actually and  reasonably incurred by him or her or on his or her behalf in connection with such Proceeding if he acted in good faith  and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company.    Notwithstanding the foregoing, no indemnification against such expenses shall be made in respect of any claim, issue  or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if  applicable law prohibits such indemnification; provided, however, that if applicable law so permits, indemnification  against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Court in  which such Proceeding shall have been brought or is pending, shall determine.     SECTION 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful.   Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her  Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he or she shall be  





 






2    indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection  therewith.  If Indemnitee is not wholly successful in such Proceeding, but is successful, on the merits or otherwise, as  to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee  against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each  successfully resolved claim, issue or matter.  For the purposes of this section and without limitation the termination of  any claim, issue or matter in such a Proceeding by settlement or dismissal, with or without prejudice, shall be deemed  to be a successful result as to such claim, issue or matter.     SECTION 6. Indemnification for Expenses of a Witness.  Notwithstanding any other provision of this  Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding, he shall be  indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection  therewith.     SECTION 7. Advancement of Expenses.   The Company shall advance all reasonable Expenses incurred by  or on behalf of Indemnitee in connection with any Proceeding within twenty (20) days after the receipt by the  Company of a statement of statements from Indemnitee requesting such advance or advances from time to time,  whether prior to or after final disposition of such Proceeding.   Such statement or statements shall reasonably evidence  the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on  behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined (pursuant to Section 8 below)  that Indemnitee is not entitled to be indemnified against such Expenses.     SECTION 8. Procedure for Determination of Entitlement to Indemnification.    (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Secretary of the Company  a written request, including therein or therewith such documentation and information as is reasonably  available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is  entitled to indemnification.   The Secretary of the Company shall, promptly upon receipt of such a request  for indemnification, advise the Board of Directors in writing that Indemnitee has requested  indemnification.    (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 8(a)  hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto  shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred,  by Independent Counsel (as hereinafter defined) unless Indemnitee shall request that such determination  be made by the board of Directors or the stockholders, in which case by the person or persons or in the  manner provided for in clauses (ii) or (iii) of this Section 8(b) in a written opinion to the Board of  Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have  occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested  Directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of Disinterested  Directors is not obtainable, or, even if obtainable, such quorum of Disinterested Directors so directs, by  Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to  Indemnitee or (C) by the stockholders of the Company; or (iii) as provided in Section 9(bb) of this  Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to  Indemnitee shall be made within ten (10) days after such determination.     Indemnitee shall cooperate with the person, persons or entity making such determination with respect to  Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable  advance request any documentation or information which he or she is not privileged or otherwise protected from  disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.   Any  costs or expenses (including attorney’s fees and disbursements) incurred by Indemnitee in so cooperating with the  person, persons or entity making such determination shall be borne by the Company (irrespective of the determination  as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee  harmless therefrom.  





 






3      (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel  pursuant to Section 8(b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c).   If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of  Directors, and the Company shall give written notice to the Indemnitee advising him or her of the identity  of the Independent Counsel so selected.  If a Change of Control shall have occurred, the Independent  Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by  the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give  written notice to the Company advising it of the identity of the Independent Counsel so selected.  In either  event, Indemnitee or the Company, as the case may be, may within seven (7) days after such written notice  of election shall have been given, delivered to the Company or the Indemnitee, as the case may be, a  written objection to such election.  Such objection may be asserted only on the ground that the  Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in  Section 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such  assertion.  If such written objection is made, the Independent Counsel so selected may not serve as  Independent Counsel unless and until a court has determined that such objection is without merit.  If,  within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant  to Section 8(a) hereof, no Independent Counsel shall have been selected and not objected to, either the  Company or Indemnitee may petition the Supreme Court of the State of New York in New York County  or other court of competent jurisdiction for resolution of any objection which shall been made by the  Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as  Independent Counsel of a person selected by the Court or by such other person as the court shall designate,  and the person with respect to whom an objection is so resolved or the person so appointed shall act as  Independent Counsel under Section 8(b) hereof.  The Company shall pay any and all reasonable fees and  expenses of Independent Counsel incurred by such Independent Counsel in connection with acting  pursuant to Section 8(b) hereof, and the Company shall pay all reasonable fees and expenses incident to  the procedures of his Section 8(c), regardless of the manner in which such Independent Counsel was  selected or appointed.  Upon the due commencement of any judicial proceeding or arbitration pursuant to  Section 19(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further  responsibility in such capacity (subject to the applicable standards of professional conduct then  prevailing).    SECTION 9. Presumptions and Effect of Certain Proceedings.    (a) If a Change of Control shall have occurred, in making a determination with respect to entitlement  to indemnification hereunder, the person, persons or entity making such determination shall  presume that Indemnitee is entitled to indemnification under this Agreement, if Indemnitee has  submitted a request for indemnification in accordance with Section 8(a) of this Agreement, and the  Company shall have the burden of proof the overcome that presumption in connection with the  making by any person or entity or any determination contrary to that presumption.    (b) If the person or entity empowered or selected under Section 8 of this Agreement to determine  whether Indemnitee is entitled to indemnification shall not have made a determination within sixty  (60) days after receipt by the Company of the request therefor, the requisite determination of  entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled  to such indemnification, absent (i) misstatement by Indemnitee of a material fact, or an omission  of a material fact necessary to make Indemnitee’s statement not materially misleading, in  connection with the request for indemnification, or (ii) a prohibition of such indemnification under  applicable law; provided, however, that such sixty (60) day period may be extended for a  reasonable time, not to exceed an additional thirty (30) days, if the person or entity making the  determination with respect to entitlement to indemnification in good faith requires such additional  time for the obtaining or evaluation of documentation and/or information relating thereto; and  provided further, that the foregoing provisions or this Section 9(b) shall not apply (i) if the  





 






4    determination of entitlement to indemnification is to be made by the stockholders pursuant to  Section 8(b) of this Agreement and (A) within fifteen (15) days after receipt by the Company of  the request for such determination the Board of Directors has resolved to submit such  determination to the stockholders for their consideration an at annual meeting thereof to be held  within seventy (70) days after such receipt and such determination is made thereat, or (B) a special  meeting of stockholders (i) is called within fifteen (15) days after such receipt for the purposes of  making such determination, such meeting is held for such purpose within sixty (60) days after  having been so called and such determination is made thereat, or (ii) if the determination of  entitlement to indemnification is to be made by the Independent Counsel pursuant to Section 8(b)  of this Agreement.    (c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order,  settlement or conviction, or upon a plea of nolo contender or its equivalent, shall not (except as  otherwise expressly provide in this Agreement) of itself adversely affect the right of Indemnitee to  indemnification or create a presumption that Indemnitee did not act in good faith and in a manner  which he reasonably believed to be in or not opposed to the best interests of the Company or, with  respect to any Criminal Proceeding, that Indemnitee had reasonable cause to believe that his  conduct was unlawful.      SECTION 10. Remedies of Indemnitee    (a) In the event that (i) a determination is made pursuant to Section 8 of this Agreement that Indemnitee is  not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made  pursuant to Section 7 of this Agreement, (iii) the determination of entitlement of indemnification is to  be made by Independent Counsel pursuant to Section 8(b) of this Agreement and such determination  shall not have been made and delivered in a written opinion within ninety (90) days after receipt by the  Company of the request for indemnification, or (iv) payment of indemnification is not made pursuant  to Section 6 of this Agreement within ten (10) days after receipt by the Company of a written request  therefore, or (v) payment of indemnification is not made within ten (10) days after a determination has  been made that Indemnitee is entitled to indemnification or such determination is deemed to have been  made pursuant to Section 8 or 9 of this Agreement, Indemnitee shall be entitled to an adjudication in  an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his or  her entitlement to such indemnification or advancement of Expenses.  Alternatively, Indemnitee, at his  or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the  rules of the American Arbitration Association.  Indemnitee shall commence such proceeding seeking  an adjudication or an award in arbitration within 180 days following the date on which Indemnitee  first has the right to commence with proceeding pursuant to this Section 10(a).  The Company shall  not oppose Indemnitee’s right to see any such adjudication or award in arbitration.    (b) In the event that a determination shall have been made pursuant to Section 8 of this Agreement that  Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration, commenced  pursuant to this Section 10 shall be conducted in all respects as a de novo trial, or arbitration, on the  merits and Indemnitee shall not be prejudiced by reason of that adverse determination.  If a Change of  Control shall have occurred, in a judicial proceeding or arbitration commenced pursuant to this  Section 10 the Company shall have the burden of proving that Indemnitee is not entitled to  indemnification or advancement of Expenses, as the case may be.    (c) If a determination shall have been made or deemed to have been made pursuant to Section 8 or 9 of his  Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such  determination in any judicial proceeding or arbitration commenced pursuant to this Section 10, absent  (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make  





 






5    Indemnitee’s statement not materially misleading, in connection with the request for indemnification,  or (ii) a prohibition of such indemnification under applicable law.    (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced  pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid,  binding and enforceable and shall stipulate in any such court or before such arbitrator that the  Company is bound by all the provision of this Agreement.    (e) In the vent that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication of or an  award in arbitration to enforce his or her rights under, or to recover damages for breach of, this  Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the  Company against, any and all expenses (of the types described in the definition of Expense in Section  17 of this Agreement) actually and reasonably incurred by him or her, but only if he prevails therein.   If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive  part but not all of the indemnification or advancement of expenses sought, the expenses incurred by  Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.     SECTION 11. Non-Exclusivity; Survival of Rights; Insurance; Subrogation    (a) The rights of indemnification and to receive advancement of Expenses as provided by the Agreement  shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled  under applicable law, the certificate of Incorporation, the Bylaws, any agreement, a vote of  stockholders or a resolution of directors, or otherwise.  No amendment, alteration or termination of  this Agreement or any provision hereof shall be effective as to any Indemnitee with respect to any  action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration  or termination.    (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance  for directors, officers, employees, agents or fiduciaries of the Company or of any other corporation,  partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at  the request of the  Company Indemnitee shall be covered by such policy or policies in accordance with  its or their terms to the maximum extent of the coverage available for any such director, officer,  employee or agent under such policy or policies.    (c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of  such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and  take all action necessary to secure such rights, including execution of such documents as are necessary  to enable the Company to bring suite to enforce such rights.    (d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise  indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such  payment under any insurance policy, contract, agreement or otherwise.     SECTION 12. Duration of Agreement.  This Agreement shall continue until and terminate upon the later of:  (a) 10 years after the date that Indemnitee shall have ceased to serve as a director and/or office, or (b) the final  termination of all pending Proceedings in respect of which Indemnitee is granted rights of indemnification or  advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 10 of this  Agreement relating thereto.  This Agreement shall be binding upon the Company and its successors and assigns and  shall inure to the benefit of Indemnitee and his heirs, executors and administrators.     SECTION 13. Severability.  If any provision or provisions of this Agreement shall be held to be invalid,  illegal or unenforceable for any reasons whatsoever: (a) the validity, legality and enforceability of the remaining  provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing  





 






6    any such provisions held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall  not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement  ((including, without limitation, each portion of any Section of this Agreement containing any such provision held to be  invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give  effect to the intent manifested by the provision held invalid, illegal or unenforceable.     SECTION 14. Exception to Right of Indemnification or Advancement of Expenses.  Notwithstanding any  other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses  under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the  Company.     SECTION 15. Identical Counterparts.  This Agreement may be executed in one or more counterparts, each of  which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same  Agreement.  Only one such counterpart signed by the party against whom enforceability is sought needs to be  produced to evidence the existence of this Agreement.     SECTION 16. Heading.  The headings of the paragraphs of this Agreement are inserted for convenience only  and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.     SECTION 17. Definitions.  For purposes of this Agreement:    (a) “Change in Control” means a change in control of the Company shall be deemed to have occurred if after  the Effective Date (i) any “person” other than principal shareholders or an affiliate thereof as of the  Effective Date is or becomes the “beneficial owner” directly or indirectly, of securities of the Company  representing 50% or more of the combined voting power of the Company’s then outstanding securities; or  (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganized, as a  consequence of which members of the Board of Directors in office immediately prior to such a transaction  or event constitute less than a majority of the Board of Directors thereafter.     Company in this section 17(a) shall mean Maiden Holdings, Ltd. and any related or affiliated company in  which the Indemnitee is an officer, director or employee.    (b) “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or  fiduciary of the Company or any other corporation, partnership, joint venture, trust, employee benefit plan  or other enterprise which such person is or was serving at the request of the Company.    (c) “Disinterested Director” means a director of the Company who is not and was not a party to the  Proceeding in respect of which indemnification is sought by Indemnitee.    (d) “Effective Date” means December 10th, 2019.    (e) “Expenses” shall include all reasonable attorney’s fees, retainers, court costs, transcript costs, fees of  experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges,  postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in  connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or  preparing to be a witness in a Proceeding.    (f) “Independent Counsel” means a law firm, or member of a law firm, which is experienced in matters of  corporation law and neither currently is, nor in the past five years has been retained to represent: (i) the  Company in any material matter, or (ii) any other party to the Proceeding giving rise to a claim for  indemnification hereunder.  Notwithstanding the forgoing, the term “Independent Counsel” shall not  include any person who, under the applicable standards of professional conduct then prevailing, would  





 






7    have a conflict of interest in representing either the Company or Indemnitee in an action to determine  Indemnitee’s rights under this agreement.    (g) “Proceeding” includes any action, suit, arbitration, alternative dispute resolution mechanism, investigation,  administrative hearing or any other proceeding whether civil, criminal, administrative or investigative,  except one initiated by an Indemnitee pursuant to Section 10 of this Agreement to enforce his rights under  this Agreement.    SECTION 18.  Modification and Waiver.  No supplement, modification or amendment of this Agreement shall  be binding unless executed in writing by both of the parties hereto.  No waiver of any of the provisions of this  Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor  shall such waiver constitute a continuing waiver.     SECTION 19.  Notice by Indemnitee.  Indemnitee agrees as promptly as practicable to notify the Company in  writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other  document relating to any Proceeding or matter which may be subject to indemnification or advancement of  Expenses covered hereunder.     SECTION 20.  Notices.  All notices, requests, demands and other communications hereunder shall be in  writing and shall be deemed to have been duly given if (i) delivered by hand and receipt for by the party to whom  said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with  postage prepaid, on the third business day after the date on which it is so mailed:    (a) If to the Indemnitee, to:    The address of the respective Indemnitee located on the signature page at the end of this Agreement.    (b) If the Company, to:    Ideation House, 1st floor  94 Pitts Bay Road  Hamilton HM 08, Bermuda          





 






8     SECTION 21.  Governing Law.  The parties agree that this Agreement shall be governed by, and construed  and enforced in accordance with, the laws of the State of New York.     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above  written.        ATTEST      Maiden Holdings, Ltd.      By:                 Secretary     [title]                   INDEMNITEE                              Address: