During the years ended December 31, 2018 and 2017, the Company paid interest on its
borrowings under the 2016 Credit Facility of less than $0.1 million and nil, respectively.
During the years ended December 31,
2018 and 2017, the Company did not incur any facility or structuring fees in connection with the 2016 Credit Facility.
Shareholder and Registration Rights Agreement
Private Placement.
Upon the completion of the initial public offering
and through the Private Placement, Montpelier Reinsurance Ltd. purchased 2,500,000 Common Shares at a price of $20.00 per share. In connection with the Private Placement, we entered into a shareholder and registration rights agreement, dated
November 12, 2013 (the Shareholder and Registration Rights Agreement), with Montpelier Re Holdings Ltd., now by operation of law, Sompo International.
Governance.
Pursuant to the Shareholder and Registration Rights Agreement, Sompo International has the right to nominate two of
our five directors (or, if the Board consists of more than five directors, not less than 40% of the total Board seats at any given time) until the later of the date on which: (i) Sompo International sells any Common Shares; and (ii) Sompo
International owns less than 5% of the outstanding Common Shares. Sompo International also has the right to designate one of its nominees as Chairman.
Pursuant to the Shareholder and Registration Rights Agreement, for so long as Sompo International has the right to nominate two directors to
the Board; (i) if the size of the Board is five, a quorum of the Board cannot exist unless at least one director nominated by Sompo International is present at a meeting of the Board; and (ii) if the size of the Board is greater than five, a
quorum of the Board cannot exist unless at least two directors nominated by Sompo International are present at a meeting of the Board.
Registration Rights.
Pursuant to the Shareholder and Registration Rights Agreement, we have granted Sompo International
registration rights with respect to the Common Shares purchased in the Private Placement and any other Common Shares Sompo International may own. These rights include demand registration rights, shelf registration rights and piggyback
registration rights, as well as customary indemnification. All fees, costs and expenses related to any registrations will be borne by us, other than underwriting discounts and commissions.
Demand Registration Rights.
The Shareholder and Registration Rights Agreement grants Sompo International demand registration
rights. We are required, upon the written request of Sompo International, to use our reasonable best efforts to effect registration of those Common Shares requested to be registered by Sompo International promptly after receipt of the request. We
are not required to effect any such demand registration within 180 days after the effective date of a previous demand registration.
Shelf Registration Rights.
The Shareholder and Registration Rights Agreement grants Sompo International shelf registration
rights. Sompo International may demand that we file a shelf registration statement with respect to some or all of the Common Shares it holds, and, upon such demand, we are required to use our reasonable best efforts to effect such registration.
Piggyback Registration Rights.
The Shareholder and Registration Rights Agreement grants Sompo International piggyback
registration rights. If we register any Common Shares, either for our own account or for the account of other security holders, Sompo International is entitled, subject to certain limitations, to include some or all of the Common Shares it holds in
the registration.
Corporate Opportunities.
Pursuant to the Shareholder and Registration Rights Agreement, Sompo
International or any of its affiliates or any of its or their respective directors, officers, employees, partners or agents are permitted to engage in activities or businesses that are competitive with us and will have no duty to refrain from
engaging in such activities or businesses. The Shareholder and Registration Rights Agreement also generally releases Sompo International or any of its affiliates or any of its or their respective directors, officers, employees, partners or agents
from referring any business opportunity to us.
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