Assured Guaranty Ltd 8-K, filed Jan 21, 2026
Assured Guaranty Ltd (AGO)
8-K
2026-01-21
For: 2026-01-21
View Original
Added on
April 10, 2026
About this 8-K
Assured Guaranty Ltd filed this 8-K on January 21, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)—January 21, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices)
Registrant’s telephone number, including area code: (441 ) 279-5700
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of exchange on which registered | |||||||||
| $0.01 par value per share | |||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On January 21, 2026, Assured Guaranty UK Holdings Ltd (the “Purchaser”), a wholly owned subsidiary of Assured Guaranty Ltd. (“AGL” and, together with its affiliates, “Assured Guaranty”) entered into a sale and purchase agreement (the “Purchase Agreement”) with Long Duration Financing Sub LLC (“Long Duration”), Blue Owl GP Stakes V (B) LP (the “Blue Owl Seller”), Axonic Funding (Cayman) LP (the “Axonic Funding Seller”) and Axonic Capital LLC (the “Axonic Capital Seller” and, together with Long Duration, the Blue Owl Seller and the Axonic Funding Seller, the “Sellers”), pursuant to which the Purchaser agreed to purchase, and the Sellers agreed to sell, all of the issued and outstanding share capital of Warwick Company (UK) Limited (“Warwick Holdings” and, together with its subsidiaries, “Warwick Group”) for cash consideration of approximately $158 million (the “Purchase Price”) (the “Transaction”). The Purchase Price is subject to certain post-closing adjustments. A portion of the Purchase Price is held by a third-party escrow agent pending final agreement on Warwick Group’s book value based on its consolidated balance sheet as of December 31, 2025, in accordance with accounting treatments set forth in the Purchase Agreement.
The Transaction closed on January 21, 2026. Warwick Holdings is the 100% indirect owner of Warwick Re Limited (“Warwick Re”), a Class E long-term (life) reinsurance company incorporated and registered in Bermuda. Prior to the closing of the Transaction, Assured Guaranty received the Bermuda Monetary Authority’s prior no-objection under the provisions of the Insurance Act 1978 of Bermuda to become a shareholder controller (as defined in the Insurance Act 1978 of Bermuda) of Warwick Re.
Pursuant to the Purchase Agreement, certain of the Sellers have agreed to indemnify the Purchaser for losses arising from specified matters, subject to certain limitations.
In connection with the Purchase Agreement, the Purchaser also entered into a warranty deed (the “Warranty Deed” and, together with the Purchase Agreement, the “Transaction Documents”) with Warwick Holdings, pursuant to which Warwick Holdings provided customary representations and warranties related to the Warwick Group. The Purchaser separately has obtained a warranty and indemnity insurance policy, effective as of the date of entry into the Purchase Agreement and the Warranty Deed, that provides coverage for certain breaches of representations and warranties and is subject to certain exclusions, retention limits, policy limits and other terms and conditions set forth therein.
The foregoing descriptions of the Transaction Documents are not complete and are qualified in their entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference, and the Warranty Deed, which is filed as Exhibit 2.2 to this Current Report on Form 8-K and incorporated herein by reference. The warranties, covenants and other agreements contained in the Transaction Documents are solely for the benefit of the Purchaser, the Sellers and the other persons expressly identified in the Purchase Agreement as third party beneficiaries. In addition, the warranties, covenants and other agreements contained in the Transaction Documents are qualified by confidential disclosures. Assured Guaranty’s investors and security holders are not third party beneficiaries under the Transaction Documents and should not place undue reliance on the warranties, covenants or other agreements or any descriptions thereof as characterizations of the actual state of facts or the condition of the assets, liabilities or the business that are the subject of the Transaction Documents. Moreover, certain information concerning the assets, liabilities or the business that are the subject of the Transaction Documents may change after the date of the Transaction Documents and such subsequent information may or may not be fully reflected in Assured Guaranty’s public disclosures. Assured Guaranty does not believe that the schedules or disclosure letters omitted from this filing contain information that is material to Assured Guaranty’s investors and security holders.
Item 7.01. Regulation FD Disclosure.
On January 21, 2026, AGL issued a press release announcing the signing of the Purchase Agreement and closing of the Transaction referred to in Item 1.01 above. A copy of the press release is attached as Exhibit 99.1 hereto. In addition, on January 21, 2026, AGL made available in the Investor Information section of its website (https://assuredguaranty.com/presentations) the presentation entitled “Annuity Reinsurance Platform”.
The information in this Item 7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
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Forward Looking Statements
Any forward-looking statements made herein reflect Assured Guaranty’s current views with respect to future events and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties that may cause actual results to differ materially from those set forth in these statements. These risks and uncertainties include, but are not limited to, the possibility that Assured Guaranty's strategies or strategic transactions do not result in the benefits anticipated or subject Assured Guaranty to negative consequences; the impact of the announcement of Assured Guaranty’s strategies on Assured Guaranty and the perception of Assured Guaranty by its investors, regulators, rating agencies, and employees; the failure of Assured Guaranty to successfully integrate acquired businesses; risks related to the expansion into annuity reinsurance and the launching of Assured Life Reinsurance Ltd. (Assured Life Re); the potential unavailability of future capital resources for Assured Life Re; the possibility that Assured Guaranty Re Overseas Ltd. may not have capacity to support Assured Life Re through guaranties; the possibility that longevity, mortality, lapse, withdrawal or surrender experience in Assured Life Re’s annuity reinsurance business is less favorable than the rates used in pricing its reinsurance agreements; the possibility that investments made by Assured Guaranty for its investment portfolio do not result in the benefits anticipated or subject Assured Guaranty to negative consequences, including resulting from asset market price volatility, failure to effectively match assets and liabilities, interest rate sensitivities of assets, and asset downgrades and defaults; the inability of Assured Life Re to reach the scale necessary to support operating expenses; the availability of sufficient liquidity to cover unexpected stress in Assured Life Re’s reinsurance portfolio; hedging costs and effectiveness; loss of key personnel; difficulties executing Assured Guaranty’s business strategy, including market acceptance of the Assured Life Re platform; market rates of return for business opportunities; and other risks and uncertainties that have not been identified at this time, management’s response to these factors, and other risk factors identified in Assured Guaranty’s filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which are made as of the date hereof. Assured Guaranty undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits | |||||
| Exhibit Number | Description | ||||
| 2.1*+ | |||||
| 2.2*+ | |||||
99.1 | |||||
104.1 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | ||||
* Certain schedules and portions of exhibits have been omitted from this filing pursuant to Item 601(a)(5) and Item 601(b)(2) of Regulation S-K. A copy of any omitted information will be furnished to the Securities and Exchange Commission upon request.
+ Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Assured Guaranty Ltd. | ||||||||
| By: | /s/ Ling Chow | |||||||
Name: Ling Chow Title: General Counsel | ||||||||
DATE: January 21, 2026
4
PRIVATE & CONFIDENTIAL EXECUTION VERSION DATED 21 JANUARY 2026 SALE AND PURCHASE AGREEMENT relating to WARWICK COMPANY (UK) LIMITED among THE ITE SELLER THE BLUE OWL SELLER THE AXONIC SELLERS and ASSURED GUARANTY UK HOLDINGS LTD i CONTENTS Page 1. Interpretation.................................................................................................................................... 1 2. Sale and Purchase ............................................................................................................................ 9 3. Consideration ................................................................................................................................. 10 4. Completion..................................................................................................................................... 11 5. Sellers’ Fundamental Warranties................................................................................................... 12 6. Limitations of Sellers’ Liability..................................................................................................... 13 7. Purchaser’s Warranties and Undertakings ..................................................................................... 14 8. Non-Solicit of Relevant Persons.................................................................................................... 16 9. Announcements and Confidentiality.............................................................................................. 16 10. Costs and Expenses........................................................................................................................ 18 11. Stamp Duty, Fees and Taxes.......................................................................................................... 18 12. Special Indemnities........................................................................................................................ 19 13. Further Assurance .......................................................................................................................... 21 14. Effect of Completion...................................................................................................................... 21 15. Assignment .................................................................................................................................... 21 16. Payments........................................................................................................................................ 22 17. Rights of Access ............................................................................................................................ 22 18. Notices ........................................................................................................................................... 23 19. Invalidity........................................................................................................................................ 24 20. Entire Agreement ........................................................................................................................... 25 21. Agreement Prevails........................................................................................................................ 25 22. Variation ........................................................................................................................................ 25 23. No Waiver...................................................................................................................................... 25 24. Third Party Rights.......................................................................................................................... 25 25. Counterparts................................................................................................................................... 26 26. Governing Law and Jurisdiction.................................................................................................... 26 27. Agent for Service of Process.......................................................................................................... 26 Schedule 1 The Sale Shares ........................................................................................................................ 28 Schedule 2 Completion Deliverables.......................................................................................................... 29 Schedule 3 INTENTIONALLY OMITTED............................................................................................... 31 Schedule 4 Completion Accounts ............................................................................................................... 32 Part 1 Rules for Preparation of Completion Accounts................................................................... 32 Part 2 Specific Accounting Treatments ......................................................................................... 33 Part 3 Preparation, Delivery and Agreement ................................................................................. 34 Appendix 1 Completion Accounts Format ................................................................................................. 37 Schedule 5 Escrow Account ....................................................................................................................... 38 Part 1 General ................................................................................................................................ 38 Part 2 Payments from the Escrow Account ................................................................................... 39 Schedule 6 Indemnification of Claims........................................................................................................ 40 THIS AGREEMENT is made on 21 January 2026 BETWEEN: (1) LONG DURATION FINANCING SUB LLC, a limited liability company incorporated in Delaware whose registered office is at 200 Park Avenue South, Suite 1511 New York, NY 10003 (the “ITE Seller”); (2) BLUE OWL GP STAKES V (B) LP, a Delaware limited partnership whose registered office is at 1290 Avenue of the Americas, New York, NY 1010 (the “Blue Owl Seller”); (3) AXONIC FUNDING (CAYMAN) LP, a Cayman limited partnership whose registered office is at 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands KY1-9009 (the “Axonic Funding Seller”); (4) AXONIC CAPITAL LLC a limited liability company organized in Delaware whose principal office is at 520 Madison Avenue, 42nd Floor, New York, NY 10022 (the “Axonic Capital Seller”); and (5) ASSURED GUARANTY UK HOLDINGS LTD, a private limited company incorporated under the laws of England and Wales, whose registered office is at 6 Bevis Marks, 11th Floor, London, United Kingdom, EC3A 7BA (the “Purchaser”). WHEREAS: (A) The Sellers (as defined below) are, at the date of this Agreement, the legal and beneficial owners of the number of Sale Shares as set out opposite their names in Schedule 1. (B) Each of the Sellers has agreed to sell, and the Purchaser has agreed to purchase, all of their Sale Shares, in each case on the terms and subject to the conditions of this Agreement. IT IS AGREED: 1. INTERPRETATION 1.1 In this Agreement: “Accounting Date” means 31 December 2022, 31 December 2023 and 31 December 2024; “Accounting Standards” means the United Kingdom Accounting Standards, including Financial Reporting Standard 102, “The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland” (“UK GAAP”) applied in a manner consistent with the Financial Statements; “Actual Book Value” means of the amount of the net asset value in respect of the Group as specified in the Completion Accounts, calculated in accordance with Schedule 4 and comprising each of the line items set out in Appendix 1 to Schedule 4 (Completion Accounts Format); “Affiliates” means: (a) in the case of the Sellers, such Seller’s Affiliates; and (b) in the case of the Purchaser, the Purchaser Affiliates; 2 “Articles” means the articles of association of Warwick Topco as of the date hereof or as amended in accordance with the terms of this Agreement; “Authority” means any governmental, statutory, regulatory or industry authority, agency, body or other instrumentality thereof or prosecutor (including any stock exchange or listing authority, any data protection supervisory authority, the BMA), political subdivision, court or arbitrator; “Axonic Capital Seller” has the meaning given to it in the Parties section of this Agreement; “Axonic Funding Seller” has the meaning given to it in the Parties section of this Agreement; “Axonic Sellers” means the Axonic Funding Seller and the Axonic Capital Seller; “B Preference Shares” means the B preferred shares of £0.001 nominal value each in the capital of Warwick Topco; “Blue Owl Seller” has the meaning given to it in the Parties section of this Agreement; “BMA” means the Bermuda Monetary Authority; “Business Day” means a day (other than a Saturday or Sunday or a public holiday) when commercial banks are open for ordinary banking business in Bermuda and New York; “Claim” means any claim, proceeding, suit or action against any Seller arising out of or in connection with this Agreement; “Companies Act” means the Companies Act 2006, as amended at any time prior to the date of this Agreement; “Completion” means the completion of the sale and purchase of the Sale Shares under this Agreement; “Completion Accounts” means the accounts prepared in accordance with Part 1 of Schedule 4 (Rules for Preparation of Completion Accounts); “Completion Date” means the date of this Agreement; “Confidentiality Agreements” means the confidentiality agreements dated: (a) 29 April 2025 between Warwick Topco, the Purchaser and the ITE Seller; and (b) 19 May 2025 between the Purchaser and the Blue Owl Seller; “Connected Person” means, in respect of an individual person: (a) the spouse or civil partner, parents and siblings (including step-siblings and half-siblings) and direct descendants of such individual and their respective spouses or civil partners, parents and siblings (including step-siblings and half-siblings) and direct descendants (together, the “Connected Person’s Family”); (b) any trust established by or for the benefit of that individual or a member of that individual’s Connected Person’s Family; and (c) any undertaking (other than a Group Company) in which that individual or that individual’s Connected Person’s Family is able to exercise or control the exercise of a majority of the votes able to be cast at general meetings, or to appoint or remove directors holding a majority of voting rights at board meetings, in each case on all, or substantially all, matters; “Connected Person’s Family” has the meaning given to it in the definition of “Connected Person”; “Continuing Provisions” means Clauses 1, 6, 7.2, 7.3, 9, 10 and 18 to 27 (inclusive); “Data Protection Laws” means the following legislation to the extent applicable from time to time: (a) the GDPR and any national law supplementing the GDPR (such as, in the UK, the Data
3 Protection Act 2018) and (b) any other data protection or privacy laws, regulations or regulatory requirements applicable to the processing of personal data; “Data Room” means the data room relating to the Transaction titled “Warwick Company (UK) Limited” and hosted by Charles Russell Speechlys LLP; “Deferred Shares” means the deferred shares of £0.01 nominal value each in the capital of Warwick Topco; “Disclosed” means fairly disclosed in the Disclosure Documents with sufficient detail to allow the Purchaser to make a reasonable assessment of the nature and scope of the matters, facts or circumstances disclosed and where relevant the extent and impact of their consequences; “Disclosed Transaction Bonuses” means the amounts payable pursuant to the retention award letters contained in folder 15.13.2 of the Data Room; “Disclosure Documents” has the meaning given to it in the Warranty Deed; “Disclosure Letter” means the letter from Warwick Topco to the Purchaser, disclosing certain matters against the warranties contained in the Warranty Deed, dated the date of this Agreement; “Draft Completion Accounts” has the meaning given in paragraph 1.1, Part 3 of Schedule 4 (Preparation, Delivery and Agreement); “Effective Time” means 11:59:59PM on 31 December 2025; “Encumbrance” means any pledge, charge, lien, mortgage, debenture, hypothecation, security interest, pre-emption right, option, claim, equitable right, power of sale, pledge, retention of title, right of first refusal or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing; “Equity Documents” means the Articles, the Shareholders Agreement and the Subscription Agreement; “Escrow Account” means the bank account operated by the Escrow Agent as set out in the Escrow Agreement; “Escrow Agent” means Wilmington Trust (London) Limited, a company registered in England and Wales with number 05650152 whose registered office is at Third Floor, 1 King’s Arms Yard, London EC2R 7AF; “Escrow Agreement” means the agreement entered into on or around the date hereof amongst the Purchaser, the Sellers and the Escrow Agent in relation to the Escrow Account; “Escrow Amount” means US $2,000,000.00; “Escrow Excluded Amounts” means any difference between the Estimated Book Value and Actual Book Value with respect to any of (i) changes in asset values based on market condition adjustments, including, but not limited to (a) GBP interest rate movements, (b) GBP inflation rate movements, (c) USD interest rate movements, (d) credit spreads, and (e) USD / GBP exchange rates; (ii) changes in insurance or reinsurance reserve valuations based on (a) liability discount rates and/or (b) USD / GBP exchange rates; (iii) Transaction Expenses; and/or (iv) Leakage; 4 “Escrow Period” has the meaning given in paragraph 1 of Part 2 of Schedule 5; “Estimated Book Value” means ; “Excess Recovery Amount” has the meaning given to it in Clause 12.6(c); “Exchange Rate” means, in relation to a particular currency on a particular date, the exchange rate applicable to such other currency as published by the same source as the Group Company’s financial information; “Expert” has the meaning given in paragraph 2.1, Part 3 of Schedule 4 (Preparation, Delivery and Agreement); “Final Consideration” has the meaning given in Clause 3.2 (Consideration); “Financial Statements” means the full set of consolidated financial statements and footnote disclosures for the Group in accordance with the Accounting Standards audited by an independent accounting firm as of each Accounting Date; “Former Management Members” means “Former Relevant Person” means each former employee, worker, officer or consultant (whether such consultant provided services personally or through any form of service company) employed, engaged or retained by (and whether or not having had a written contract of employment or engagement with) any member of the Group; “Group” means Warwick Topco, Warwick Bermuda LLC, Warwick ServiceCo UK Limited, Warwick Re Limited and Warwick Investment Advisory Services LLC, and “Group Company” shall be construed accordingly; “Indemnified Matter” has the meaning given to it in Clause 12.1; “Indemnified Party” has the meaning given to it in paragraph 1 of Schedule 6; “Indemnifying Party” has the meaning given to it in paragraph 1 of Schedule 6; “Indemnified Payment” has the meaning given to it in Clause 12.6; “Initial Consideration” has the meaning given in Clause 3.3 (Consideration); “ITE Seller” has the meaning given to it in the Parties section of this Agreement; “Leakage” means: (a) any dividend or distribution (including in cash and in specie) declared, paid, or made by any Group Company to any Seller or its Affiliates; (b) any payments made to or assets or rights transferred (including Tax losses) to, or liabilities assumed, guaranteed, indemnified or incurred for the benefit, of any Seller or its Affiliates by any Group Company; (c) any payments made by any Group Company to any Seller or its Affiliates in respect of any share capital or loan capital or other securities of any Group Company being issued, redeemed, purchased or repaid, or any other return of capital; (d) the waiver, release or discount by any Group Company of any amount or obligation, or any claim in respect thereof, owed to that Group Company by any Seller or its Affiliates; or 5 (e) the purchase by any Group Company from any Seller or its Affiliates of any assets or services to the extent the consideration paid exceeded that which would be payable under a bargain on arm’s length terms and at market value, in each case to the extent such amount has not already been accrued for, or taken into account in, the Initial Consideration, Actual Book Value and/or the Estimated Book Value; “Majority Sellers” means the ITE Seller and the Blue Owl Seller; “Majority Sellers Portion” means in respect of the: (a) ITE Seller, 72.50%; and (b) Blue Owl Seller, 27.50%; “Management Accounts” means the condensed balance sheets and income statements prepared for each Group Company as of 30 June 2025 and 30 September 2025, prepared in accordance with US GAAP and prepared on a consistent basis with the Financial Statements; “Nominated Account” means the relevant bank account for each Party as notified to the Purchaser or its solicitors (in the case of a Seller) or the Majority Sellers or their solicitors (in the case of the Purchaser) prior to Completion or in accordance with Clause 16.3; “Non-Acceptance Notice” has the meaning given in paragraph 1.2(b), Part 3 of Schedule 4 (Preparation, Delivery and Agreement); “Notice” has the meaning given to it in Clause 18; “Notice of Third Party Claim” has the meaning given to in paragraph 4.a of Schedule 6; “Party” means a party to this Agreement and “Parties” shall mean the parties to this Agreement; “Pro Rata Portion” means in respect of the: (a) ITE Seller, 68.4966%; (b) Blue Owl Seller, 25.9815%; (c) Axonic Funding Seller, 4.7239%; and (d) Axonic Capital Seller, 0.7980%; “PSC” means, in relation to a company that is incorporated under the laws of England and Wales, a “registrable person” in respect of such company, for the purposes of section 790C of the Companies Act 2006; “Purchaser” has the meaning given to it in the Parties section of this Agreement; “Purchaser Affiliate” means Assured Guaranty Ltd., each of its subsidiary undertakings, any of such subsidiary undertaking’s parent undertakings and each of their subsidiary undertakings; “Purchaser Released Person” has the meaning given to it in Clause 7.2(b); “Purchaser’s Completion Documents” has the meaning given to it in Clause 7.1(b); “Purchaser’s Group” means the Purchaser and any Purchaser Affiliate, including, after Completion, any Group Company, but, in each case, excluding any portfolio company of any of the foregoing; “Relevant Persons” means any employee, worker, officer or consultant employed, engaged or retained by (and 6 whether or not having a written contract with) any member of the Group in each case as employed, engaged or retained at the date hereof or at the Completion Date; “Relevant Seller” has the meaning set out in Clause 3.8; “Resigning Directors” means all of the directors for each Group Company, including those identified on Schedule 3 (Group Information) of the Warranty Deed; “Relief” means any relief, loss, allowance, credit, exemption, deduction or set off, or any right to repayment or refund of Taxation; “Sale Shares” means the B Preference Shares and Deferred Shares to be sold by the Sellers and acquired by the Purchaser pursuant to this Agreement, as set out against each Seller’s name in Schedule 1; “Seller” means each of the ITE Seller, the Blue Owl Seller and the Axonic Sellers and “Sellers” means all of them as a group; “Seller Released Person” has the meaning given to it in Clause 7.2(a); “Seller’s Affiliate” means, in relation to a Seller: (a) any fund in respect of which any member of its Seller’s Group is a general partner, manager, operator or investment adviser (in each case, whether solely or jointly with others); (b) any fund that has the same general partner, operator, manager or investment adviser as any member of its Seller’s Group or any fund referred to in (a) above; (c) any general partner, operator, manager or investment adviser to any member of its Seller’s Group or to any fund referred to in (a) or (b) above; (d) any group undertaking of any entity referred to in (a), (b) or (c) above; (e) any scheme under which certain officers, employees or partners of such Seller or of any member of its Seller’s Group are entitled (as individuals or through a body corporate or any other vehicle) to acquire shares in companies in which the Seller also invests, or any person (excluding natural persons) holding shares or other interests under such a scheme or entitled to the benefits of shares or other interests under such a scheme; and (f) any director, employee or partner of any of the above, and any Connected Person of any such director, employee or partner, but, in each case, excluding (x) any Group Company; and (y) any portfolio company of the person in limbs (a) to (d) above inclusive; “Seller’s Group” means, in relation to a Seller: (a) that Seller, any subsidiary undertaking of that Seller, any parent undertaking of that Seller and any subsidiary undertaking of any such parent undertaking, in each case whether direct or indirect; (b) any person or entity for whom a Seller holds Sale Shares as trustee or nominee or in any other capacity whatsoever, together with any subsidiary undertaking of that person, any parent undertaking of that person and any subsidiary undertaking of any such parent undertaking, in each case whether direct or indirect; and (c) any Seller’s Affiliate of that Seller, in each case, from time to time, but, in each case, excluding (x) any Group Company; and (y) any portfolio company of the persons in limbs (a) to (c) above;
7 “Sellers’ Completion Documents” has the meaning given to it in Clause 5.1(e); “Sellers’ Fundamental Warranties” means those warranties set out in Clause 5; “Sellside Legal Adviser Fees” means the fees set out in the invoice referenced in paragraph 2.1(d) of Schedule 2 (Completion Deliverables) and disclosed to the Purchaser in advance of the date of this Agreement; “Shareholders Agreement” means the shareholders agreement relating to Warwick Topco dated 12 November 2021 between Warwick Topco, the ITE Seller, the Dyal Shareholder (as defined therein), Axonic Funding, Christopher McGlashan, Warwick LLC (as defined therein) and Warwick Re (as amended or supplemented from time to time); “Stamp Taxes” has the meaning given to it in Clause 11; “Subscription Agreement” means the subscription agreement relating to Warwick Topco dated 23 August 2021 between Warwick Topco, the ITE Seller, the Dyal Shareholder (as defined therein), Axonic Funding, Christopher McGlashan, Warwick LLC (as defined therein) and Warwick Re (as amended or supplemented from time to time); “Tax” or “Taxation” means and includes all governmental, state, community, municipal or regional taxes, duties, imposts and levies, and charges and contributions in the natures of tax, (including, for the avoidance of doubt, any apprenticeship levy or employer national insurance contributions, but excluding water rates, business rates and other utility or local authority charges), in each case whether of the United Kingdom or elsewhere and all penalties, charges, costs and interest relating thereto; “Taxation Authority” means any governmental or other authority competent to impose Taxation whether in the United Kingdom or elsewhere or responsible for the administration or collection of Tax or enforcement of any law in relation to Tax; “Third Party Claim” has the meaning given to it in paragraph 4 of Schedule 6; “Third Party Sum” has the meaning given to it in Clause 12.6(a); “Transaction” means the agreement to sell and purchase the Sale Shares pursuant to this Agreement; “Transaction Documents” means this Agreement, the Warranty Deed, the Disclosure Letter, each of the documents in the agreed terms and any other document entered into or to be entered into pursuant to this Agreement; “Transaction Expenses” means, without duplication, to the extent not paid by or on behalf of the Group before the Completion or already accrued or provided for in the calculation of the Estimated Book Value and/or Actual Book Value or in the Financial Statements or taken into account in the calculation of the Initial Consideration: (a) any fees, costs and expenses payable by or subject to reimbursement by any Group Company for any legal, accounting, investment banking, broker’s, finder’s and other professional or advisory services in connection with the transactions contemplated by this Agreement or in connection with other negotiations or processes involving the sale of the Group or substantially all of its assets hereunder, ; (b) any transaction bonus, discretionary bonus, change-of-control payment, severance, retention or other compensatory payments made to any Relevant Person or Former Relevant Person (in each case except at the direction of the Purchaser or its Affiliate) solely as a result of the execution of this Agreement or in connection with the transactions 8 contemplated by this Agreement (and excluding, for the avoidance of doubt, any “double trigger” severance, termination or similar payments triggered by any action of the Purchaser or its Affiliates); (c) any social security, unemployment or other employment or payroll Tax or similar amount owed by any Group Company (including any payments or contributions under any employee benefit plan required to be paid by any Group Company) with respect to amounts payable pursuant to paragraph (b) immediately above, but only to the extent that such Group Company’s share of such Taxes or employee benefit plan contributions required to be paid with respect to the recipient of such payment in the year that includes the Completion Date would have the effect of increasing the anticipated aggregate amount of such Taxes or contributions that would otherwise have been due with respect to such recipient during such year had the relevant amount payable pursuant to paragraph (b) immediately above, not been paid; and (d) any other fees, costs or expenses incurred by any Group Company prior to the date of this Agreement and at the direction of the Majority Sellers in connection with the preparation and negotiation of this Agreement; “US GAAP” means generally accepted accounting principles in the United States in effect as of the date of this Agreement; “VAT” means: (a) in the United Kingdom, the value added tax imposed by the Value Added Tax Act 1994 (and legislation and regulations supplemental thereto); and (b) in any other jurisdiction, any Tax of an equivalent or similar nature; “Warranty Deed” means the deed dated the date of this Agreement setting out the warranties given by Warwick Topco with respect to the Transaction and limitations thereon; “Warranty Insurance Policy” has the meaning given to it in the Warranty Deed; “Warwick Re” means Warwick Re Limited, a company incorporated and registered in Bermuda (company number 49112) whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton HM12; “Warwick Topco” means Warwick Company (UK) Limited, a company incorporated in England and Wales (registered number 09005808) whose registered office is at The Scalpel 18th Floor, 52 Lime Street, London, United Kingdom, EC3M 7AF; and “W&I Policy Premium Adjustment” means an amount of US $322,142 to reflect the payment of the premium required to bind the Warranty Insurance Policy by the Purchaser. In this Agreement, unless the context otherwise requires: 1.2 The expression “in the agreed terms” means in the form agreed between the Purchaser and the Majority Sellers and exchanged by email between their respective advisers and confirmed as agreed for these purposes, on or before the date of this Agreement. 1.3 Any reference to “writing” or “written” means any method of reproducing words in a legible and non-transitory form (excluding email). 1.4 References to “include” or “including” are to be construed without limitation. 1.5 References to a “company”, “holding company”, “subsidiary”, “parent undertaking” and “subsidiary undertaking” shall have the same meaning in this Agreement as their respective definitions in the Companies Act (provided that where a holding company creates security over the shares of a subsidiary, that subsidiary shall be deemed not to cease being a subsidiary of the holding company solely as a result of the creation of that security). 9 1.6 References to a “person” include any individual, company, partnership, joint venture, firm, association, trust, governmental or regulatory authority or other body or entity (whether or not having separate legal personality). 1.7 Unless the context otherwise requires, words in the singular include the plural and vice versa and a reference to any gender includes all other genders. 1.8 The table of contents and headings are inserted for convenience only and do not affect the construction of this Agreement. 1.9 References to recitals, Clauses, paragraphs and Schedules are (unless the context otherwise requires) to recitals, clauses and paragraphs of and schedules to, this Agreement. The Schedules form part of this Agreement. 1.10 References to any statute or statutory provision include a reference to that statute or statutory provision as amended, consolidated or replaced from time to time (whether before or after the date of this Agreement) and include any subordinate legislation made under the relevant statute or statutory provision except to the extent that any amendment, consolidation or replacement would increase or extend the liability of the Sellers under this Agreement. 1.11 References to any English legal term for any action, remedy, method of financial proceedings, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term. 1.12 Any provision of this Agreement that is expressed to bind or be an obligation of the Sellers shall bind and be an obligation of each of them severally (and thus not jointly or jointly and severally) and any reference to ‘the Sellers’ in this Agreement shall be construed as a reference to each Seller individually and severally (and thus not jointly or jointly and severally) unless otherwise expressly provided. The Purchaser may in its absolute discretion release, compound or compromise, or give time or indulgence in relation to the liability of certain Sellers without in any way prejudicing or affecting its rights against the other Sellers. 1.13 References to times of day are to New York time unless otherwise stated. 1.14 Save as otherwise expressly provided, references to any document are to it as amended or restated from time to time in accordance with its terms. 1.15 Save as otherwise expressly provided, the expression “procure” where used in the context of a Seller in relation to a member of the Group means solely that the relevant Seller undertakes to exercise its voting rights, contractual rights and other powers (in their capacity as shareholders or directors (subject to any relevant fiduciary duties as a director) as the case may be) to procure, so far as it is lawfully and reasonably able, compliance with that obligation. 1.16 “costs” “expenses” and “fees” shall, unless otherwise expressly provided, exclude any part thereof that comprises VAT which a person (or a member of that person’s group for VAT purposes) is entitled to recover (whether by credit, repayment or otherwise). 1.17 The word “or” shall not be exclusive. 2. SALE AND PURCHASE 2.1 Upon the terms and subject to the conditions of this Agreement, at Completion, each of the Sellers agree to sell the legal and beneficial interest in, with full title guarantee, all of their respective Sale Shares, which, in the aggregate, comprise the whole of the issued and outstanding share capital of Warwick Topco, free from all Encumbrances and with all rights that are at the Completion Date attached to them as set out in the Articles (including, without limitation, the right to receive all dividends (including where declared and, on Completion, unpaid) and distributions declared, made, 10 accrued or paid at any time after Completion), and the Purchaser hereby agrees to purchase such Sale Shares on and subject to the terms of this Agreement. 2.2 As at the date of this Agreement, each of the Sellers hereby irrevocably waives any rights that may have been conferred on it under the Equity Documents or otherwise in each case as may affect the transactions contemplated by this Agreement (other than its rights pursuant to this Agreement) including, without limitation: (a) any rights of redemption, pre-emption, first refusal or transfer it may have with respect to the Sale Shares; and (b) any rights to acquire any Sale Shares. 2.3 The Purchaser shall not be obliged to complete the acquisition of the Sale Shares and the Sellers shall not be obliged to complete the sale of the Sale Shares, unless the sale and purchase of all of the Sale Shares is completed simultaneously. 3. CONSIDERATION 3.1 Consideration Amount 3.2 Subject to other provisions of this Clause 3 below, the consideration for the sale of the Sale Shares shall be the payment by the Purchaser to the Sellers in accordance with the terms of this Agreement of the “Final Consideration”, which is calculated as follows: (a) Estimated Book Value; and (b) either plus the difference between Actual Book Value and the Estimated Book Value (where the amount of Actual Book Value is the higher of the two amounts), or less the difference between Actual Book Value and Estimated Book Value (where the amount of the Actual Book Value is the lower of the two amounts), provided always that the difference will be a positive number. 3.3 The Purchaser shall pay the initial consideration for the Sale Shares (the “Initial Consideration”) to the Sellers at Completion, which shall be calculated as follows: (a) Estimated Book Value; plus (b) US $200,000; less (c) the W&I Policy Premium Adjustment; less (d) ; less (e) the Sellside Legal Adviser Fees; less (f) US $3,600 (which is the Sellers’ portion of the costs relating to the establishment of the Escrow Account); less (g) the Escrow Amount. 3.4 When the Completion Accounts have been finally agreed or determined in accordance with the terms of this Agreement, the Final Consideration will have been determined in accordance therewith and Clause 3.2. If the Final Consideration is: (a) greater than the Estimated Book Value (the “Excess Seller Amount”), the Purchaser shall pay to the Sellers within five (5) Business Days after the date on which the Completion Accounts are finally agreed or determined in accordance with the terms of this Agreement, an amount equal to the Excess Seller Amount (subject to a cap of the Escrow Amount in respect of any portion of the Excess Seller Amount that is attributable to amounts that are not Escrow Excluded Amounts); or
11 (b) less than the Estimated Book Value (the “Excess Purchaser Amount”), the Sellers shall pay to the Purchaser, within five (5) Business Days after the date on which the Completion Accounts are finally agreed or determined in accordance with the terms of this Agreement, to the extent that such amount is not satisfied in accordance with paragraph 2 of Part 2 of Schedule 5 (Escrow Account), an amount equal to the Excess Purchaser Amount (subject to a cap of the Escrow Amount in respect of any portion of the Excess Purchaser Amount that is attributable to amounts that are not Escrow Excluded Amounts). 3.5 In determining the payments to be made (if any) in relation to the Excess Seller Amount or Excess Purchaser Amount, the Purchaser and Majority Sellers shall jointly determine (or if not jointly determined, as determined consistent with Part 3 of Schedule 4 (Preparation, Delivery and Agreement)): (a) any difference related to amounts that are Escrow Excluded Amounts (such amount expressed as a positive number if such difference caused an increase in the Actual Book Value and expressed as a negative number if such difference caused a decrease in the Actual Book Value); and (b) any difference related to amounts that are not Escrow Excluded Amounts (such amount expressed as a positive number if such difference caused an increase in the Actual Book Value and expressed as a negative number if such difference caused a decrease in the Actual Book Value). 3.6 For the avoidance of doubt, the overall consideration paid by the Purchaser for the purchase of the Sale Shares after the determination of the Final Consideration will be equal to the Actual Book Value, subject to: (i) any adjustments as a result of Clause 3.4(a) or Clause 3.4(b), and (ii) Clause 3.3(b) to 3.3(d) (inclusive). 3.7 Escrow The Escrow Amount shall be paid by the Purchaser at Completion into the Escrow Account. Payments from the Escrow Account shall be determined in accordance with the provisions of Schedule 5 and the Escrow Agreement. 3.8 Final Consideration Adjustment For Tax Purposes If any payment is made by any Seller (a “Relevant Seller”) to the Purchaser in respect of any claim for any breach of this Agreement (including any breach of warranty) or any other Transaction Document or pursuant to Clause 12 with respect to any adjustments for tax purposes, the payment shall so far as legally possible be treated as an adjustment to the Final Consideration paid by the Purchaser under this Agreement to the Relevant Seller and, in such circumstances, the Final Consideration shall be deemed to have been reduced by the amount of such payment. 4. COMPLETION 4.1 Completion shall take place electronically on the Completion Date upon receipt of: (a) the Initial Consideration into the Sellers’ Nominated Accounts in accordance with paragraph 2.1(b) of Schedule 2; (b) the Escrow Amount into the Escrow Account in accordance with paragraph 2.1(c) of Schedule 2; and (c) the share transfer forms executed by each Seller (in accordance with paragraph 1.1(c) of Schedule 2). 12 4.2 PSC Registers As soon as reasonably practicable following Completion, the Purchaser shall ensure that the PSC registers for each of the Group Companies incorporated in England and Wales are updated, reflecting the change of control that has taken place pursuant to the Transaction. 5. SELLERS’ FUNDAMENTAL WARRANTIES 5.1 Each Seller individually and severally warrants to the Purchaser that, in respect of itself only, the statements set out below are true and accurate as at the date of this Agreement: (a) it is the legal and beneficial owner of, and has the right to exercise all voting and other rights over, and is entitled to sell and transfer the full legal and beneficial ownership of, the Sale Shares listed opposite their respective names in Schedule 1; (b) it is validly existing and is duly incorporated under the law of its jurisdiction of incorporation; (c) the execution and delivery of, and performance by it of its obligations under, this Agreement and the Sellers’ Completion Documents will not: (i) result in a breach of any provision of its memorandum or articles of association, by-laws, equivalent constitutional document or any applicable law; (ii) result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound and which is material in the context of the Transaction; (iii) result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound and which is material in the context of the Transaction; or (iv) require it obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority that has not been obtained or made at the date of this Agreement both on an unconditional basis and on a basis that cannot be revoked; (d) it is not insolvent or bankrupt under the laws of its jurisdiction of incorporation, is not unable to pay its debts as they fall due and has not proposed or is not liable to any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them; (e) it has the necessary legal right, power and authority to enter into, deliver and perform the Transaction Documents to which it is a party (the “Sellers’ Completion Documents”); and (f) the Sellers’ Completion Documents will, when executed by it, constitute legal, valid and binding obligations of it in accordance with their respective terms. 5.2 Each Seller individually and severally warrants to the Purchaser that . 5.3 Unless expressly provided in this Agreement, each of the Sellers’ Fundamental Warranties shall be separate and independent and shall not be limited by reference to any other paragraph or anything in this Agreement. 13 6. LIMITATIONS OF SELLERS’ LIABILITY 6.1 Maximum Liability The aggregate liability of each Seller in respect of all Claims for which such Seller is liable to the Purchaser, shall not exceed an amount equal to the portion of the Final Consideration paid to such Seller hereunder. 6.2 Time Limitations (a) The Sellers shall not be liable in respect of any Claim unless written notice specifying (in reasonable detail) the matter(s) which gives rise to the Claim, the nature of the claim and (if practicable) the amount claimed in respect thereof is given by or on behalf of the Purchaser to the Sellers as soon as reasonably practicable after the Purchaser becomes aware of the Claim and in any event: (i) in the case of a Claim for breach of Clause 5, by no later than twelve (12) months from the Completion Date; or (ii) in the case of any other Claim, by no later than eighteen (18) months from the Completion Date. (b) Any Claim notified pursuant to Clause 6.2(a) shall (if not previously satisfied, settled or withdrawn) be deemed to have been withdrawn unless legal proceedings in respect of it have been properly issued and validly served within nine (9) months of such written notice being given to the Sellers or, in the case of any contingent liability, within six months after such contingent liability becomes an actual liability and is due and payable. 6.3 Remedy Other than in respect of a breach of the provisions of Clause 8 where a Party seeks to claim injunctive relief, the Purchaser agrees that it shall not be entitled to make any Claim (whether for damages or otherwise) in respect of any Claim (i) unless the Purchaser has given written notice to the Sellers of the Claim and (ii) where the fact, matter, event or circumstances giving rise to such Claim is remediable and is remedied (at no cost to the Purchaser’s Group or the Group) within 30 days of the date on which written notice of such Claim is served on the Sellers. 6.4 Contingent Liabilities No Seller shall be liable in respect of any Claim which is contingent unless and until such contingent liability becomes an actual liability and is due and payable. Notification of such potential Claim must be given to the Seller by the Purchaser within the relevant period specified in Clause 6.2, and Clause 6.2(b) shall apply. 6.5 Other Compensation No Seller shall be liable in respect of any Claim to the extent that the subject of such Claim has been made good or is otherwise fully compensated for without cost to the Purchaser. 6.6 Losses No Seller shall be liable under this Agreement in respect of any loss of profit, loss of goodwill, punitive damages or indirect, special or consequential damages or losses, save for those that are reasonably foreseeable from a breach of this Agreement. 6.7 No Double Counting The Purchaser shall not be entitled to recover or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same loss, regardless of whether more than one claim arises in respect of it, and for this purpose recovery by the Purchaser or any of the Group Companies 14 shall be deemed to be a recovery by all of them but only to the extent that such recovery, payment, reimbursement, restitution or indemnity compensates the Purchaser for the applicable loss. 6.8 Waiver of Rights of Rescission Notwithstanding that a Party becomes aware at any time that there: (a) has been a breach of any provision of this Agreement; or (b) may be a claim against a Seller or the Purchaser in connection with this Agreement or any other Transaction Document, the Purchaser shall not be entitled to terminate or rescind this Agreement or treat this Agreement as terminated and shall only be entitled to claim damages in respect of such matter and, accordingly, the Purchaser waives all and any rights to terminate or rescind this Agreement it may have in respect of any such matter (howsoever arising or deemed to arise), other than any such rights arising in respect of fraud of any Seller. 6.9 No Limitation for Fraud Nothing in this Clause 6 will have the effect of excluding or limiting any liability of the Sellers in respect of a Claim arising as a result of any fraud of such Seller. 6.10 Special Indemnities The Sellers acknowledge and agree that the special indemnities set forth in Clause 12 shall not be affected by the limitations set forth in this Clause 6, save for the limitations in Clauses 6.5 and 6.7. 7. PURCHASER’S WARRANTIES AND UNDERTAKINGS 7.1 The Purchaser warrants to each of the Sellers that the statements set out below are true and accurate as at the date of this Agreement: (a) it is a company validly existing and duly incorporated under the laws of its jurisdiction of incorporation; (b) it has the necessary legal right, power and authority to enter into, deliver and perform the Transaction Documents to which it is a party (the “Purchaser’s Completion Documents”); (c) the Purchaser’s Completion Documents will, when executed by the Purchaser, constitute legal, valid and binding obligations of the Purchaser in accordance with their respective terms; (d) it is not insolvent or bankrupt under the laws of its jurisdiction of incorporation, is not unable to pay its debts as they fall due and has not proposed or is not liable to effect any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them; (e) the execution and delivery of and the performance by the Purchaser of its obligations under the Purchaser’s Completion Documents will not: (i) result in a breach of any provision of the memorandum or articles of association, by-laws or equivalent constitutional document of the Purchaser; (ii) result in a breach of, or constitute a default under, any instrument to which the Purchaser is a party or by which the Purchaser is bound and which is material in the context of the Transaction;
15 (iii) result in a breach of any order, judgment or decree of any court or governmental agency to which the Purchaser is a party or by which the Purchaser is bound, and which is material in the context of the Transaction; or (iv) require the Purchaser to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority that has not been obtained or made at the date of this Agreement both on an unconditional basis and on a basis that cannot be revoked. 7.2 Waiver Of Rights (a) The Purchaser, for itself and as agent and trustee for each employee, director, agent or officer of any member of each member of the Purchaser’s Group hereby warrants and undertakes to each of the Sellers and each of their respective employees, directors, agents or officers (each a “Seller Released Person”) that other than with respect to the terms of the Transaction Documents, any other direct contractual obligation existing between the Purchaser and the Seller Released Person and in the absence of fraud, the Purchaser: (i) has no rights against (and waives any rights it may have against); and (ii) may not make a claim against (and waives any claim it may have against), any Seller Released Person; provided that nothing in this Clause 7.2 shall limit the ability of the Purchaser to bring any claim against (i) any adviser to the Group and/or any Seller, to the extent it has prepared a report or other documentation for the specific benefit of the Purchaser or a Group Company in connection with the Transaction (subject always to the terms of any reliance letter entered into between the Purchaser and the relevant adviser and/or the terms of engagement of such adviser); and (ii) any Seller to the extent permitted by any contractual arrangements between a Seller and the Purchaser. (b) The Sellers, for themselves and as agent and trustee for each employee, director, agent or officer of any member of each member of the Seller’s Group hereby warrants and undertakes to the Purchaser and each of its respective employees, directors, agents or officers (each a “Purchaser Released Person”) that other than with respect to the terms of the Transaction Documents, any other direct contractual obligation existing between the Sellers and the Purchaser Released Person and in the absence of fraud, the Sellers: (i) have no rights against (and waives any rights they may have against); and (ii) may not make a claim against (and waives any claim they may have against), any Purchaser Released Person; provided that nothing in this Clause 7.2 shall limit the ability of the Sellers to bring any claim against (i) any adviser to the Purchaser’s Group and/or any Purchaser, to the extent it has prepared a report or other documentation for the specific benefit of the Sellers or a Group Company in connection with the Transaction (subject always to the terms of any reliance letter entered into between the Sellers and the relevant adviser and/or the terms of engagement of such adviser); and (ii) the Purchaser to the extent permitted by any contractual arrangements between a Seller and the Purchaser. 7.3 No Representation Save for the Sellers’ Fundamental Warranties, the Purchaser acknowledges that no representation or warranty has been made as to the accuracy or completeness of any of the information provided in relation to the Group by any Seller, any member of such Seller’s Group nor any of their respective representatives and agents and accordingly waives its rights of rescission (if any) in respect of the Transaction Documents. 7.4 Directors’ and Officers’ Insurance 16 With effect from Completion, the Purchaser undertakes that it shall ensure that each Group Company acquires and maintains a “run-off” directors’ and officers’ liability insurance policy providing six (6) years of coverage to each director and de facto director of each Group Company resigning on Completion that is no less advantageous to such directors than the directors’ and officers’ liability insurance policies maintained by the Group as at the date of this Agreement. 8. NON-SOLICIT OF RELEVANT PERSONS 8.1 Each Seller severally undertakes (on behalf of itself and each member of such Seller’s Group) to the Purchaser that it shall not (and shall procure that each member of such Seller’s Group shall not), for a period of twenty-four (24) months after the Completion Date, either on its own behalf or jointly with or as an agent for any other person directly or indirectly, except with the Purchaser’s prior written consent, employ or engage any Relevant Person or solicit or entice away or knowingly encourage a Relevant Person to leave the employment of a member of the Group. 8.2 The undertaking in Clause 8.1 shall not prohibit or restrict any Seller or any member of any Seller’s Group from advertising generally for staff provided that such advertisement is not specifically targeted at the Group or any member of the Group or any Relevant Person. 9. ANNOUNCEMENTS AND CONFIDENTIALITY 9.1 Announcements (a) No announcement, statement, communication or circular concerning the existence or provisions of this Agreement or any other Transaction Document shall be made or issued by or on behalf of any Party or any member of a Seller’s Group or the Purchaser’s Group (as applicable) without the prior written approval of the other Parties (such consent not to be unreasonably withheld or delayed). (b) Clause 9.1(a) shall not restrict the Purchaser, any member of the Purchaser’s Group, any Seller or any member of a Seller’s Group from making any announcement or statement at any time that: (i) may be required by law or called for by the requirements of any court order, law, regulation or relevant regulatory body or stock exchange or which statement is made to a regulatory body or agency with jurisdiction over the Purchaser, any member of the Purchaser’s Group, any Seller or any member of a Seller’s Group; (ii) such announcement or statement relating to this Agreement or the transactions contemplated by this Agreement are consistent in all material respects with statements previously issued in compliance with Clause 9.1(a); (iii) with respect to the Purchaser, such announcements and statements are customary disclosures to the provider of a Warranty Insurance Policy who agrees in writing to maintain the confidential nature of such information; (iv) such announcements and statements are made or sent by the Purchaser after Completion to a customer, client or supplier of the Group and limited to informing it of the Purchaser’s purchase of the Sale Shares; or (v) may be necessary to enable any party to commence or pursue proceedings in relation to this Agreement or any matter arising out of or ancillary to it. 17 9.2 Confidentiality (a) The Confidentiality Agreements shall cease to have any force or effect from the Completion Date, but without prejudice to any prior breaches of the Confidentiality Agreements. (b) Subject to Clause 9.1 and Clause 9.2(c), from the date of this Agreement to the date falling two (2) years following the date of this Agreement: (i) each of the Parties shall treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into any Transaction Document which relates to: (A) the existence or the provisions of any Transaction Documents; or (B) the negotiations relating to any Transaction Documents; (ii) each Seller shall, and shall procure that its Seller’s Group shall, following Completion, treat as strictly confidential and not disclose or use any information relating to the business, financial or other affairs (including future plans and targets) of the Purchaser or the Purchaser’s Group; and (iii) the Purchaser shall, and shall procure that each member of the Purchaser’s Group shall, treat as strictly confidential and not disclose or use any information relating to the business, financial or other affairs (including future plans and targets) of any Seller or any member of a Seller’s Group. (c) Clause 9.2(b) shall not prohibit disclosure or use of any information if and to the extent: (i) the disclosure is made to shareholders, investors, lenders or analysts in the ordinary course of business for a transaction of the type contemplated by this Agreement; (ii) the disclosure is made on a confidential basis to rating agencies that assign a rating to any Party or any of its Affiliates provided such person undertakes to the relevant Party to comply with the provisions of this Clause 9.2 in respect of such information as if it were a Party; (iii) the disclosure or use is required to vest the full benefit of this Agreement in a Party; (iv) the information is or becomes publicly available (other than by breach of either of the Confidentiality Agreements or of this Agreement); (v) the information was lawfully in the possession of the disclosing Party, its Affiliates, its Connected Persons, or any of its (or its Affiliates’) directors, officers, employees, agents, advisers, accounts, auditors and consultants (in each case as evidenced by written records) without any obligation of secrecy or confidentiality prior to its being received or held; (vi) the disclosure is made to any limited partner in any fund managed by a Seller or any of its Seller’s Affiliates, and subject to the confidentiality obligations set out in the terms of the relevant fund’s fund documentation; (vii) the Purchaser and the Majority Sellers have given prior written approval to the disclosure or use; (viii) the information is independently developed after Completion; (ix) the disclosure or use is required by law, any governmental or regulatory body or, in the reasonable judgement of the disclosing party, necessary to comply with the required accounting and U.S. Securities and Exchange Commission rules or other 18 applicable stock exchange or regulatory disclosure obligations on which the shares of any Party or any member of a Seller’s Group or the Purchaser’s Group are listed (including where this is required as part of any actual or potential offering, placing or sale of securities of that Party or any member of a Seller’s Group or the Purchaser’s Group); (x) the disclosure or use is required for the purpose of any judicial or arbitral proceedings arising out of any Transaction Document; (xi) the disclosure is made to a Taxation Authority in connection with proper management of the Tax affairs of the disclosing Party; (xii) the disclosure is made on a confidential basis to any member of a Seller’s Group provided such person undertakes to the relevant Seller to comply with the provisions of this Clause 9.2 in respect of such information as if it were a Party; (xiii) the disclosure is made by the Purchaser to any member of the Purchaser’s Group or to any of their respective shareholders, partners, managers, investors, potential investors in any connected fund provided such person undertakes to the Purchaser to comply with the provisions of this Clause 9.2 in respect of such information as if it were a Party; (xiv) the disclosure is made to professional advisers or actual or potential debt or equity financiers of any Party on a need to know basis; provided that such person undertakes to the relevant disclosing Party to comply with the provisions of this Clause 9.2 in respect of such information as if it were a Party; or (xv) the disclosure is made on a confidential basis to potential purchasers of all or part of a Seller’s Group or the Purchaser’s Group or to their professional advisers or actual or potential financiers; provided that any such persons need to know the information for the purposes of considering, evaluating, advising on or furthering the potential purchase, and the disclosing Party remains liable for any breach of the confidentiality obligations set out in this Clause 9.2 by such person, provided that prior to disclosure or use of any information pursuant to limb (ix) above (except in the case of disclosure to a Taxation Authority), the Party concerned shall promptly notify (to the extent permitted by any applicable law or regulation) the other Parties of such requirement. 10. COSTS AND EXPENSES Except where this Agreement provides otherwise, each Party shall pay its own costs and expenses in connection with the negotiation, preparation, implementation and performance of this Agreement and the Transaction Documents, or otherwise incurred in relation to it, with a view to the sale and purchase hereunder. 11. STAMP DUTY, FEES AND TAXES The Purchaser shall bear the cost of all stamp duty, stamp duty reserve tax, stamp duty land tax, notarial fees and all registration and transfer taxes and duties or their equivalents in all jurisdictions where such Taxes and fees (“Stamp Taxes”) are payable as a result of the transactions contemplated by this Agreement. The Purchaser shall be responsible for arranging the payment of such Stamp Taxes, including fulfilling any administrative or reporting obligation imposed by the jurisdiction in question in connection with such payment and shall do so promptly where required. The Purchaser shall indemnify each of the Sellers and any member of a Seller’s Group against any losses suffered as a result of the Purchaser failing to comply with its obligations under this Clause 11.
19 12. SPECIAL INDEMNITIES 12.1 Subject to the provisions of this Clause 12 and Clause 6.10, for a period of: (i) eighteen (18) months following the Completion Date in respect of only; and (ii) twelve (12) months following the Completion Date for any other matters covered by this Clause 12, the Majority Sellers shall severally (and not jointly) indemnify (in proportion to the Majority Sellers Portions) and keep indemnified the Purchaser, each Purchaser Affiliate and each Group Company from and against all and any losses (including, without limitation, any Tax or regulatory consequences) in connection with: (a) (b) (c) (d) and (e) (each an “Indemnified Matter”). 12.2 The Majority Sellers shall reimburse the Purchaser (for itself and on behalf of each Group Company), as applicable, for any losses incurred pursuant to Clause 12.1; provided that, the cumulative aggregate amount the Majority Sellers shall be responsible for shall not exceed . 12.3 The Majority Sellers shall not be liable in respect of any losses under this Clause 12 to the extent that such losses: (a) would not have occurred but for: (i) any act, omission or transaction of the Purchaser or any Group Company, or their respective representatives or successors in title, done, 20 committed or effected after the Completion Date outside of the ordinary and usual course of business; or (ii) any change in the accounting or tax principles or practices of the Group (including the length of any accounting period for tax purposes) introduced after the Completion Date ; (b) occur or to the extent increased directly or indirectly as a result of: (i) the passing of, or a change in, any applicable Law or any accounting standards, policies, principles and practices (not including any changes in rates of Tax) not in force on the date of this Agreement; or (ii) any change after the date of this Agreement of any published interpretation or application or practice of any of the foregoing by any governmental authority (including any Tax Authority); (c) are in respect of or constitute loss of profit, loss of goodwill, punitive damages or indirect, special or consequential damages or losses, save for such losses that are (i) reasonably foreseeable or (ii) paid or payable to a third-party pursuant to a binding legal judgment or penalty imposed by a court or other governmental or regulatory authority; or (d) are recovered under any policy of insurance in force at the date of this Agreement or to the extent such losses have been made good or are otherwise compensated for without cost to the Purchaser or the Group Companies. 12.4 A claim under this Clause 12 shall be payable by the Majority Sellers to the Purchaser following: (a) agreement in writing by the Majority Sellers and the Purchaser; (b) determination by a governmental or regulatory authority; or (c) such losses being the subject of a binding court judgment that determines the Majority Sellers’ liability. 12.5 The Purchaser (for itself and on behalf of each relevant Group Company) and the Majority Sellers shall comply with all relevant procedures for claims made pursuant to this Clause 12 which are governed by Schedule 6, provided that the failure of Purchaser or any Group Company to comply with such procedures shall not relieve the Majority Sellers of liability unless such failure was actually prejudicial to either or both Majority Sellers. 12.6 If the Majority Sellers make a payment in respect of an Indemnified Matter (the “Indemnified Payment”) and within twelve (12) months of the date of such payment: (a) any Group Company, or the Purchaser: (i) receives any cash sum other than from a Majority Seller which would not have been received but for the damages or liabilities giving rise to that Indemnified Matter; or (ii) benefits from any reduction in liability in relation to the relevant Indemnified Matter but which is not the intended result of the payment by the Majority Sellers in respect of an Indemnified Matter (such amount, net of the reasonably incurred costs of recovery and Tax incurred thereon, being the “Third Party Sum”); (b) the Third Party Sum was not taken into account in calculating the Indemnity Payment Amount; and (c) the aggregate of the Third Party Sum and the Indemnified Payment exceeds the amount required to compensate the Purchaser in full for the damages or liabilities arising from that Indemnified Matter (such excess being the “Excess Recovery Amount”), the Purchaser shall promptly (and in any event within fifteen (15) Business Days) following receipt of the Excess Recovery Amount by the Purchaser or the relevant Group Company (as applicable), provided that the Purchaser is aware at such time that the Third Party Sum is an Excess Recovery Amount (and if not, the fifteen (15) Business Day period shall apply from the date the Purchaser 21 becomes so aware), pay in cash to the Majority Sellers pro rata to the Majority Sellers Portions the Excess Recovery Amount. 12.7 The sole remedy of the Purchaser, the Purchaser's Group, any affiliates of the Purchaser's Group or of any Group Company against the Majority Sellers with respect to the Indemnified Matters shall be under this Clause 12 (and, for the avoidance of doubt, not under any of the other Transaction Documents). 12.8 To the extent that any liability for Tax in respect of which a payment has been made under Clause 12.1(b) results in any member of the Purchaser’s Group obtaining a Relief, the Purchaser shall pay to the relevant Majority Sellers, within 15 Business Days of utilising the benefit of such Relief to receive a refund of Tax or reduce an actual liability to Tax, an amount equal to the value of such refund or reduction, provided that such Relief has been obtained and utilized within twenty- four (24) months following the Completion Date. 12.9 Without limiting the Parties’ rights and obligations under this Clause 12 and Schedule 6 the Purchaser (itself and on behalf of each relevant Group Company) shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any loss or damage which in the absence of mitigation might give rise to an indemnity claim under this Clause 12. Nothing in this Clause 12 is intended to impose any liability on the Majority Sellers in respect of any losses or damages which would not have arisen but for a failure to mitigate by the Purchaser or a Group Company. 12.10 The Purchaser warrants to the Majority Sellers that 13. FURTHER ASSURANCE 13.1 Each of the Sellers undertakes to execute and deliver (at its own cost) all such instruments and other documents and take all such actions as the Purchaser may from time to time reasonably require in order to effect the transfer of the Sale Shares to the Purchaser. 13.2 Each of the Parties severally undertakes to take all reasonable steps within their powers as any other Party may from time to time reasonably require in order to secure to the other Parties the full benefit of this Agreement. 14. EFFECT OF COMPLETION The provisions of this Agreement and of the other Transaction Documents that remain to be performed following Completion shall continue in full force and effect notwithstanding Completion taking place. 15. ASSIGNMENT Except as otherwise expressly provided for in this Agreement, no Party may assign, transfer, create an Encumbrance, declare a trust of or otherwise dispose of all or any part of its rights, benefits or obligations under this Agreement, save that: (a) each Seller may assign (in whole or in part) the benefit of this Agreement to any member of that Seller’s Group; provided that, if such assignee ceases to be a member of such Seller’s Group, all benefits relating to this Agreement assigned to such assignee shall be 22 deemed automatically by that fact to be re-assigned to the relevant Seller immediately before such cessation; and (b) the Purchaser may assign (in whole or in part) the benefit of this Agreement to any other member of the Purchaser’s Group; provided that if such assignee ceases to be a member of the Purchaser’s Group, all benefits relating to this Agreement assigned to such assignee shall be deemed automatically by that fact to be re-assigned to the Purchaser immediately before such cessation; provided that any such assignee shall not be entitled to receive under this Agreement any greater amount than that to which the assignor would have been entitled, and neither the Purchaser nor any Seller, as applicable, shall be under any greater obligation or liability than if such assignment had never occurred. 16. PAYMENTS 16.1 Any payments pursuant to this Agreement shall be made in full, without any set-off, counterclaim and without any deduction or withholding, save only as required by law, or as otherwise agreed. 16.2 If a Seller or the Purchaser defaults on the payment when due of any sum payable under any Transaction Document, its liability shall be increased to include interest on such sum from the date when such payment is due until the date of actual payment (after as well as before judgement) at a rate per annum of five per cent (5%) from the due date until the date of payment (whether before or after judgement). Such interest shall accrue from day to day and shall be compounded monthly and shall be paid on demand of the person entitled to it. 16.3 All amounts expressed to be payable to: (a) any of the Sellers pursuant to any provision of this Agreement shall be paid to the relevant Seller’s Nominated Account or, if any such payment is to be made post-Completion, to such other account as notified in writing by such Seller and the receipt of each such amount into the relevant account shall be an absolute discharge to the Purchaser of the obligation to pay such amount, and the Purchaser shall not be concerned to see to the application or allocation of any such amount thereafter; or (b) the Purchaser pursuant to any provision of this Agreement shall be paid to the Purchaser’s Nominated Account or to such other account as notified in writing by the Purchaser and the receipt of each such amount into the relevant account shall be an absolute discharge to the relevant Seller of the obligation to pay such amount, and such Seller shall not be concerned to see to the application or allocation of any such amount thereafter. 16.4 Any payments pursuant to this Agreement shall be effected by crediting for same day value the account specified by the relevant Seller or the Purchaser (as the case may be) on behalf of the Party entitled to the payment (reasonably in advance and in sufficient details to enable payment by telegraphic or other electronic means to be effected) on or before the due date for payment. 16.5 Payment of a sum in accordance with this Clause 16 shall constitute a payment in full of the sum payable and shall be a good discharge to the payer (and those on whose behalf such payment is made) of the payer’s obligation to make such payment, and the payer (and those on whose behalf such payment is made) shall not be obliged to see to the application of the payment as between those on whose behalf the payment is received. 17. RIGHTS OF ACCESS In accordance with Data Protection Laws, upon Completion, the Purchaser undertakes that any personal data (including any personal information) disclosed by the Sellers or any Group Company pursuant to this Agreement shall be used or disclosed by the Purchaser or any member of the
23 Purchaser’s Group only for the purposes for which such personal data was initially collected from or in respect of the relevant individuals, and only to the extent that the personal data relates to the carrying on of the business or activity, or the fulfilment of the objects, for which the transaction contemplated by this Agreement has taken place. 18. NOTICES 18.1 Any notice or other communication to be given under or in connection with this Agreement (“Notice”) shall be: (a) in writing; (b) in the English language; and (c) delivered by hand, pre-paid recorded delivery, pre-paid special delivery or courier using an internationally recognised courier company, or by email to an authorised email address. 18.2 A Notice to the ITE Seller shall be sent to the following address, or such other person or address as the ITE Seller may notify to the other Parties from time to time. Notice of any change shall be effective ten (10) Business Days after it is served: with a copy (such copy in itself not constituting notice) to: 18.3 A Notice to the Blue Owl Seller shall be sent to the following address, or such other person or address as the Blue Owl Seller may notify to the other Parties from time to time. Notice of any change shall be effective ten (10) Business Days after it is served: with a copy (such copy in itself not to constitute actual notice) to: 18.4 A Notice to the Axonic Sellers shall be sent to the following address, or such other person or address as the Axonic Sellers may notify to the other Parties from time to time. Notice of any change shall be effective ten (10) Business Days after it is served: 24 with a copy (such copy in itself not to constitute actual notice) to: 18.5 A Notice to the Purchaser shall be sent to the following address, or such other person or address as the Purchaser may notify to the other Parties from time to time. Notice of any change shall be effective ten (10) Business Days after it is served: with a copy (such copy in itself not to constitute actual notice) to: 18.6 A Notice shall be effective upon receipt and shall be deemed to have been received: (a) at 9.00 a.m. on the second Business Day after posting, if sent by pre-paid post, or at the time recorded by the delivery service if sent recorded delivery; (b) at the time of delivery, if delivered by hand or courier; or (c) at the time of sending, if sent by email; provided that receipt shall not occur if the sender receives an automated message indicating that the message has not been delivered to the recipient. 18.7 A Party shall notify the other Parties of any change to its details in this Clause 18 in accordance with the provisions of this Clause 18; provided that such notification shall only be effective on the later of the date specified in the notification and five (5) Business Days after deemed receipt. 19. INVALIDITY 19.1 If any provision in this Agreement is held to or becomes illegal, invalid or unenforceable, in whole or in part, under the law of any jurisdiction the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties. 19.2 To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 19.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed severed from this Agreement. The remaining provisions will, subject to 25 any deletion or modification made under Clause 19.1, not be affected, remain in full force in that jurisdiction and all provisions shall continue in full force in any other jurisdiction. 20. ENTIRE AGREEMENT 20.1 This Agreement together with any other documents referred to in it, constitutes the whole agreement between the Parties relating to the subject matter of this Agreement and the Transaction Documents at the date of this Agreement to the exclusion of any terms implied by law that may be excluded by contract and supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in this Agreement. 20.2 Each Party acknowledges that, in entering into this Agreement, it is not relying on any representation, warranty or undertaking not expressly incorporated into it. 20.3 A Party’s only right or remedy in relation to any provision of this Agreement or any other Transaction Document shall be for breach of this Agreement or that Transaction Document and no Party shall have any right or remedy in respect of misrepresentation (whether negligent or innocent and whether made prior to and/or in this Agreement). 20.4 Nothing in this Clause 20 limits or excludes any liability for fraud. 21. AGREEMENT PREVAILS If there is any inconsistency between the provisions of this Agreement and those of any other Transaction Document, then the provisions of this Agreement shall prevail in respect of the Parties hereto. 22. VARIATION No variation of this Agreement shall be effective unless in writing and signed by or on behalf of the Purchaser and the Majority Sellers; provided that the prior written consent of the Axonic Sellers shall be required if and to the extent that any variation would have a material and disproportionate adverse effect on the rights of the Axonic Sellers as compared to the rights of the Majority Sellers. 23. NO WAIVER 23.1 No waiver of any right under this Agreement or any other Transaction Document shall be effective unless in writing and signed by the Party giving it. Unless expressly stated otherwise, a waiver shall be effective only in the circumstances and for the purpose for which it is given. 23.2 No delay or omission by any Party in exercising any right or remedy provided by law or under this Agreement shall constitute a waiver of such right or remedy. 23.3 The single or partial exercise of a right or remedy under this Agreement shall not preclude any other nor restrict any further exercise of any such right or remedy. 24. THIRD PARTY RIGHTS 24.1 The Parties do not intend that any term of this Agreement shall be enforceable by any person who is not a Party to this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise save that Clauses 7.2 and 7.4 are intended to benefit the third parties mentioned therein and such Clauses shall be enforceable by any of them to the full extent permitted by law, subject to the other terms and conditions of this Agreement. 24.2 The Parties may amend or vary this Agreement in accordance with its terms without the consent any other person. 26 25. COUNTERPARTS This Agreement may be and shall be effective when each Party has executed a counterpart. Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute one and the same instrument. 26. GOVERNING LAW AND JURISDICTION 26.1 This Agreement (and the other Transaction Documents that are not expressed to be governed by another law) and any non-contractual obligations arising out of or in connection with it is governed by and shall be construed in accordance with English law. 26.2 Excluding any dispute in respect of the Completion Accounts (which shall be settled as set out in paragraph 2 of Part 3 of Schedule 4), each of the Parties irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute that may arise out of or in connection with this Agreement and the other Transaction Documents and that, accordingly, any proceedings arising out of or in connection with this Agreement and the other Transaction Documents shall be brought in such courts. Each of the Parties irrevocably submits to the jurisdiction of such courts and waives any objection to proceedings in any such court on the ground of venue or on the ground that the proceedings have been brought in an inconvenient forum. 26.3 Each of the Parties agrees that in the event of any action between any of the Parties being commenced in respect of this Agreement or any matters arising under it, the process by which it is commenced (where consistent with the applicable court rules) may be served on them in accordance with Clause 18. 27. AGENT FOR SERVICE OF PROCESS 27.1 The Sellers shall, as soon as reasonably practicable following Completion (and in any event, within ten (10) Business Days of Completion), notify the Purchaser of their respective agents for service of process in England. 27.2 If any person appointed as agent for service of process ceases to act as such the relevant Party shall immediately appoint another person to accept service of process on its behalf in England and notify the other Parties of such appointment. If it fails to do so within ten (10) Business Days, any other Party shall be entitled by notice to the other Parties to appoint a replacement agent for service of process.
[Signature Page to Project Vireo Sale and Purchase Agreement] BLUE OWL GP STAKES V (B) LP acting by a director: Name: Title:
29 SCHEDULE 2 COMPLETION DELIVERABLES 1. SELLERS’ OBLIGATIONS 1.1 On Completion, each of the Sellers shall deliver or make available to the Purchaser: (a) a duly executed irrevocable power of attorney in favour of the Purchaser duly executed by the registered holder(s) of that Seller’s Sale Shares to enable the Purchaser (pending registration of the relevant transfer) to exercise all voting and other rights attaching to such Sale Shares and to appoint proxies for this purpose; (b) if applicable, a copy of the resolution of the directors or other management body of such Seller authorising the execution by the relevant Seller of each of the Transaction Documents to which the relevant Seller is a party; and (c) duly executed share transfer forms in respect of its Sale Shares in favour of the Purchaser together with the share certificates (or an indemnity in respect of any lost or unavailable share certificates in the agreed terms) relating to such Sale Shares; and (d) all web-filing details for each Group Company and its Companies House (or equivalent) authentication codes (as relevant). 1.2 On Completion, each of the Majority Sellers shall deliver or make available to the Purchaser: (a) a duly executed copy of the Disclosure Letter duly executed by Warwick Topco; (b) a counterpart of the Warranty Deed duly executed by Warwick Topco; and (c) duly executed written resignations (in the agreed terms) of each of its Resigning Directors. 1.3 Immediately prior to Completion, the Sellers shall procure that a board meeting of Warwick Topco is duly convened and held at which: (a) the transfers of the Sale Shares pursuant to this Agreement shall be approved for registration; (b) subject to Completion and return of the duly stamped stock transfer forms, the name of the Purchaser is to be entered into Warwick Topco’s register of members as holder of the Sale Shares; and (c) the appointment of such individual(s) to the board of Warwick Topco, as shall be notified by the Purchaser to the Majority Sellers no less than five (5) Business Days prior to Completion, is duly approved. 1.4 As soon as reasonably practicable following the date of this Agreement (and no later than five (5) Business Days thereafter), the Sellers shall deliver or make available to the Purchaser a ShareFile link providing access to a folder containing the contents of the Data Room as at 14 January 2026. 2. PURCHASER’S OBLIGATIONS 2.1 On Completion (or in the case of paragraph 2.1(e) below only, as soon as practical thereafter), the Purchaser shall: (a) deliver or make available to the Majority Sellers: (i) a duly executed acknowledgement of receipt by the Purchaser of the Disclosure Letter in the form executed by Warwick Topco; (ii) a counterpart of the Warranty Deed duly executed by the Purchaser; and 30 (iii) a copy of the resolution of the directors of the Purchaser authorising the execution by the Purchaser of each of the Transaction Documents to which the Purchaser is a party; (b) pay to each Seller its Pro Rata Portion of the Initial Consideration by wire transfer of immediately available funds to each Seller’s Nominated Account; (c) pay to the Escrow Account the Escrow Amount by wire transfer of immediately available funds; and (d) pay or cause to be paid the Sellside Legal Adviser Fees to Skadden, Arps, Slate, Meagher & Flom LLP to the account notified to the Purchaser in advance of the date of this Agreement; (e) procure, to the extent not paid prior to the Completion Date, that the relevant Group Company: (i) pays the Disclosed Transaction Bonuses, subject to appropriate deductions or withholdings of any associated employee Taxes (including income tax and employee national insurance contributions), such payments to be made through the relevant Group Company’s payroll; and (ii) accounts to the appropriate Taxation Authority in respect of any Taxes arising in connection with the Disclosed Transaction Bonuses (including associated employer national insurance contributions and apprenticeship levy (or equivalent employer contributions or employer portion of any analogous payroll or social security Taxes in any jurisdiction where applicable)). 3. GENERAL 3.1 Subject to paragraph 3.2 below, all documents and items delivered at Completion pursuant to this Schedule 2 shall be held by the recipient to the order of the person delivering the same until such time as Completion shall be deemed to have taken place. 3.2 Immediately upon: (a) delivery of all documents and all items required to be delivered at Completion (or waiver of delivery of it by the person entitled to receive the relevant document or item); and (b) receipt of all electronic funds transfers in accordance with paragraph 2.1(b) and 2.1(c) of this Schedule 2, the documents and items delivered in accordance with this Schedule 2 shall cease to be held to the order of the person delivering them and Completion shall be deemed to have taken place.
31 SCHEDULE 3 INTENTIONALLY OMITTED 32 SCHEDULE 4 COMPLETION ACCOUNTS PART 1 RULES FOR PREPARATION OF COMPLETION ACCOUNTS 1.1 The Completion Accounts shall: (a) be prepared: (i) as at the Effective Time; and (ii) in accordance with this Part 1 (Rules for Preparation of Completion Accounts) of this Schedule 4; (b) comprise: a US GAAP consolidated balance sheet in a form similar to the format in the Management Accounts as of 30 September, 2025 of Warwick Topco and the other Group Companies, substantially in the form set out in Appendix 1 to this Schedule 4, which shall be used for illustrative purposes only; and (c) subject, where applicable, to the remaining provisions of this Part 1 (Rules for Preparation of Completion Accounts) of this Schedule 4, be prepared and determined, and the items and amounts to be included in them shall be identified and calculated, by applying the relevant definitions in this Schedule 4 and: (i) by applying the specific accounting treatments set out in Part 2 (Specific Accounting Treatments) of this Schedule 4; (ii) solely to the extent consistent with the Accounting Standards, the same accounting methods, policies, practices and procedures, including classification, used by the relevant member of the Group in the preparation of the Financial Statements of the Group as of 31 December, 2024; (iii) to the extent not addressed elsewhere, determined in accordance with the Accounting Standards; and (iv) in preparing the Completion Accounts, no item may be included more than once or be “double counted” (whether positive or negative) in the Completion Accounts. In the event of any conflicts, clause (c)(i) shall take precedence over clauses (c)(ii) and (c)(iii), and clause (c)(ii) shall take precedence over clause (c)(iii). 1.2 For the avoidance of doubt, there are no differences between the consolidated net asset value of Warwick Topco and the other Group Companies as calculated based on US GAAP and UK GAAP. 33 PART 2 SPECIFIC ACCOUNTING TREATMENTS 1.1 The following specific accounting treatments shall apply to the preparation of the Completion Accounts: (a) Specific Accounting Principles (i) The actuarial assumptions used (including discount rate methodologies) by Warwick Topco (which have been Disclosed to the Purchaser) in producing management accounts for the 12-month period ending on 31 December 2025, and which have also been applied in producing the Estimated Book Value, shall be consistently applied to the Completion Accounts. (ii) Accruals in respect of incentive compensation, including (1) annual and retention bonuses and any associated obligations of the employer or engaging entity (including benefits and any tax costs applicable to Relevant Persons), shall include all benefit-related costs borne by the employer or engaging entity, including the portions of contributions of both the employer or engaging entity and the Relevant Person required under the Bermuda National Pension Scheme, Government Social Insurance, and any other applicable statutory or contractual benefit programs and (2) all retention bonus obligations in respect of Relevant Persons who have satisfied the eligibility criteria for payment of such bonuses. Such accruals shall be based on the gross amounts expected to be paid and shall include all benefit-related costs and any tax costs applicable to Relevant Persons borne by the employer or engaging entity, including (to the extent applicable) the portions of any contributions of both the employer or engaging entity and the Relevant Person required under the Bermuda National Pension Scheme, Government Social Insurance and any other applicable statutory or contractual benefit programs. (iii) The Completion Accounts shall include full accruals for all unpaid compensation and benefits related to Relevant Persons incurred up to immediately prior to the Effective Time, including salaries, wages, fees, overtime, paid time off, severance, garden leave and other compensation-related entitlements. Such accruals shall be based on the gross amounts expected to be paid and shall include all benefit-related costs and any tax costs applicable to Relevant Persons borne by the employer or engaging entity, including (to the extent applicable) the portions of any contributions of both the employer or engaging entity and the Relevant Person required under the Bermuda National Pension Scheme, Government Social Insurance and any other applicable statutory or contractual benefit programs. (iv) The Completion Accounts will not include any deferred tax assets and liabilities. (v) Intercompany balances, including investment in subsidiaries, between or among the Seller and Warwick Topco shall be reconciled, settled and/or eliminated. Any unreconciled asset balances shall be excluded from Completion Accounts. (vi) The Completion Accounts shall be prepared on the basis that Warwick Topco is a going concern, shall exclude (except with respect to any indebtedness or transaction expenses) the effect of change of control or ownership of Warwick Topco and shall exclude the impact of changes in assets and liabilities as a result of purchase accounting. 34 (vii) The Completion Accounts shall be prepared in U.S. Dollars. Assets and liabilities denominated in a currency other than U.S. Dollars shall be converted into U.S. Dollars utilising the Exchange Rate as of the Effective Time. (viii) The Completion Accounts shall include full accruals for all Transaction Expenses to the extent not paid prior to the Effective Time. 1.2 The Completion Accounts shall be prepared: (a) excluding any receivables that: (i) are aged over 90 days past the initial recording date; or (ii) related to accounts where the customer is (or where steps have been taken to place that customer) in liquidation, receivership or administration, where the debt has been placed into the hands of lawyers to collection agents for collection or for any other debt where there is doubt about full collection being foreseeable; (b) so that there is no minimum materiality limit applied, and using the specific procedures that would be adopted at a financial year-end, including detailed analysis of accruals (such as the recording and amortisation of any deferred acquisition costs) and cut-off procedures; (c) so that, subject to any other policy within this Schedule, where an accrual, provision or reserve was made in the latest Management Accounts in relation to any matter or series of matters, no decrease in that accrual, provision or reserve shall be made in the Completion Accounts, unless and to the extent that since the date of the latest Management Accounts, the specific obligation was paid, service was performed, or a corresponding asset was written off; and (d) so that no new categories, classifications or type of costs or assets will be included as receivables, prepaid expenses or capitalised costs in the Completion Accounts that were not classified as such in the latest Management Accounts. 1.3 In determining the Actual Book Value and the Estimated Book Value: (a) no amount shall be double-counted; and/or (b) there shall be deducted, on a dollar-for-dollar basis, an amount equal to all Leakage occurring or deemed to have occurred from and after the Effective Time to and including Completion. PART 3 PREPARATION, DELIVERY AND AGREEMENT 1. PROCESS 1.1 As soon as reasonably practicable following Completion and in any event within sixty (60) Business Days of the Completion Date, the Purchaser shall prepare the draft Completion Accounts in accordance with the provisions of Part 1 of this Schedule 4 (Rules for Preparation of Completion Accounts) (the “Draft Completion Accounts”) and deliver the same to the Sellers. 1.2 Within twenty (20) Business Days of receipt from the Purchaser of the Draft Completion Accounts, the Sellers shall either: (a) confirm to the Purchaser in writing its acceptance of the Draft Completion Accounts; or (b) notify the Purchaser in writing of its non-acceptance of the Draft Completion Accounts (a “Non-Acceptance Notice”), together with written details of each matter disputed and of its proposed modifications.
35 1.3 If a Seller serves a Non-Acceptance Notice pursuant to paragraph 1.2 of this Part 3 (Preparation, Delivery and Agreement) of this Schedule 4, the Purchaser and the Sellers shall use all reasonable endeavours to meet and discuss the objections of the Seller(s) and to agree the adjustments (if any) required to be made to the draft Completion Accounts within fifteen (15) Business Days after the Purchaser receives the Non-Acceptance Notice. 1.4 If the Sellers confirm their acceptance of the Draft Completion Accounts (either as originally submitted to it or with such modifications as the Parties agree) or fails to notify the Purchaser of its non-acceptance in accordance with paragraph 1.2(b) of this Part 3 (Preparation, Delivery and Agreement) of this Schedule 4, the Draft Completion Accounts (incorporating any modifications agreed in writing) shall constitute the Completion Accounts for the purposes of this Agreement, which shall be final and binding on the Parties in the absence of manifest error or fraud. 2. DISPUTES 2.1 If the Purchaser and the Sellers are unable to agree on the Draft Completion Accounts within fifteen (15) Business Days of the Purchaser’s receipt of a Seller’s Non-Acceptance Notice, the disputed matters may be referred for determination by either Party to Deloitte & Touche LLP or, if Deloitte & Touche LLP is unable or unwilling to act, an independent reputable firm of accountants of international standing to be agreed by the Purchaser and the Sellers in writing or, failing such agreement, appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales (the “Expert”). 2.2 The following provisions shall apply in relation to the Expert: (a) within ten (10) Business Days of the Expert’s appointment, the Sellers and the Purchaser shall each prepare a statement in writing on the disputed matters that (together with the relevant supporting documents) shall be submitted to the Expert and simultaneously copied to the other Party; (b) each of the Sellers and the Purchaser shall be entitled to comment in writing once only on the other’s submission by written notice to the Expert no later than five (5) Business Days after receiving that submission, following which neither Party shall be entitled to make further statements or submissions other than in response to a request from the Expert; (c) in making its decision in relation to the dispute, the Expert shall be directed to apply: (i) the terms and provisions of this Agreement; and (ii) subject to paragraph 2.2(c)(i) above, such terms of reference as are submitted jointly to it by the Parties in writing any time prior to its final decision in relation to the dispute; (d) in giving its determination, the Expert shall state what adjustments (if any) are necessary to the draft Completion Accounts in relation to the disputed matters for the purposes of this Agreement; provided that the Expert shall not assign a value greater than the greatest value or less than the lowest value set forth in the Draft Completion Accounts or the Non- Acceptance Notice in respect of any amounts, to ensure the parties do not take more favourable positions during the disputes resolution process; provided, further, that there shall be no ex-parte communications between the Parties; (e) the Expert shall be requested to notify the Purchaser and the Sellers of its decision within thirty (30) Business Days of its appointment pursuant to this Schedule 4 (Completion Accounts), or such longer reasonable period as it may determine; (f) the Expert shall act as an expert (and not as an arbitrator) in making its determination; and 36 (g) the Expert’s determination shall be final and binding on the Parties in the absence of manifest error or fraud and shall be applied to the Draft Completion Accounts that, as adjusted in the manner that the Expert has determined is necessary, shall constitute the Completion Accounts for the purposes of this Agreement. 3. ACCESS TO INFORMATION AND COSTS 3.1 Each Party shall bear its own costs in connection with the Completion Accounts, save that the fees and costs of any Expert shall be borne equally by the Purchaser (on the one hand) and the Sellers (on the other hand). 3.2 The Purchaser and the Sellers shall provide each other, their respective advisers and any Expert appointed pursuant to paragraph 2.1 of this Part 3 (Preparation, Delivery and Agreement) of this Schedule 4, with reasonable access (at reasonable times) to all information relating to the operations of the Group in their respective possession or control, including to all books, records (and the right to take copies, including electronic copies), employees and other personnel, and give all assistance requested, as may in each case be reasonably required in order for the Purchaser, the Sellers or the Expert (as the case may be) to prepare, review, make submissions in relation to or determine the Completion Accounts. 37 APPENDIX 1 COMPLETION ACCOUNTS FORMAT 38 SCHEDULE 5 ESCROW ACCOUNT PART 1 GENERAL 1. No amount shall be released from the Escrow Account except in accordance with the provisions of this Schedule 5 and the Escrow Agreement. 2. All interest accruing on the Escrow Account shall form part of the Escrow Amount. 3. All bank charges incurred in relation to the Escrow Account shall be borne fifty percent (50%) by the Purchaser and the remaining fifty percent (50%) by the Sellers (in accordance with their Pro Rata Portion) and the Escrow Account shall be reimbursed to the extent of such bank charges by the Sellers and the Purchaser in the same proportionate amounts.
39 PART 2 PAYMENTS FROM THE ESCROW ACCOUNT 1. The Escrow Account shall be maintained and operated for the period commencing on the Completion Date to the date that is three (3) Business Days following determination of the Final Consideration pursuant to Clause 3 and Schedule 4 of this Agreement (the “Escrow Period”). 2. Within two (2) Business Days of determination of the Final Consideration pursuant to Clause 3 and Schedule 4 of this Agreement in the case of: (a) Clause 3.4(a) or if there is no payment to be made under Clause 3.4(b) (i.e. there is no change to the Estimated Book Value), the Purchaser and the Majority Sellers shall deliver a joint written instruction to the Escrow Agent to release 100% of the funds in the Escrow Account to the Sellers; or (b) Clause 3.4(b), the Majority Sellers and the Purchaser shall deliver a joint written instruction to the Escrow Agent to release: (i) an amount, if any, to the Purchaser; and (ii) any remaining funds in the Escrow Account to the Sellers, in each case consistent with such Clause. 3. Notwithstanding any other provision of this Agreement, Clause 3.4 of this Agreement and paragraph 2 (Disputes) of Part 3 (Preparation, Delivery and Agreement) of Schedule 4 shall constitute the exclusive remedy of the Parties with respect to the determination of the Final Consideration. To the extent permitted by applicable law, the Parties shall treat any payments made pursuant to this Part 2 of Schedule 5 as an adjustment to the Final Consideration for applicable Tax reporting purposes. 4. Where a release is to be made to the Sellers, the written instruction to the Escrow Agent shall make it clear that such release shall be made to each of the Sellers in proportion to their respective Pro Rata Portions. 40 SCHEDULE 6 INDEMNIFICATION OF CLAIMS 1. 2. 3. a. : i. ii. b. i. ii. 4. : 41 a. b. ; c. d. 5. 6. . 7. 42 8. 9. 10. 11. a. b. c. i.
43 ii. iii. 12. a. b. i. ii. iii. 13.
DATED 21 January 2026 WARRANTY DEED among ASSURED GUARANTY UK HOLDINGS LTD and WARWICK COMPANY (UK) LIMITED CONTENTS Page 1. Interpretation ............................................................................................................. 1 2. Warranties and Recourse ........................................................................................... 6 3. Assignment................................................................................................................ 7 4. Effect of Completion ................................................................................................. 7 5. Counterparts .............................................................................................................. 7 6. Third Party Rights ..................................................................................................... 7 7. Notices ...................................................................................................................... 7 8. Invalidity ................................................................................................................... 8 9. General Provisions..................................................................................................... 8 10. Governing Law and Submission to Jurisdiction ......................................................... 9 11. Liability ..................................................................................................................... 9 12. Termination ............................................................................................................... 9 13. Entire Agreement ...................................................................................................... 9 Schedule 1 Warranties ......................................................................................................... 13 Schedule 2 Limitations on Liability ..................................................................................... 39 Schedule 3 Group Information ............................................................................................ 42 This DEED (“Deed”) is made on 21 January 2026 BETWEEN: (1) ASSURED GUARANTY UK HOLDINGS LTD, a private limited company incorporated under the laws of England and Wales, whose registered office is at 6 Bevis Marks, 11th Floor, London, United Kingdom, EC3A 7BA (the “Purchaser”); and (2) WARWICK COMPANY (UK) LIMITED, a private limited company incorporated and registered in England and Wales with company number 09005808 whose registered office is at The Scalpel 18th Floor, 52 Lime Street, London, United Kingdom, EC3M 7AF (the “Company” or “Warrantor” as the context requires). WHEREAS: (A) In connection with the sale of the Shares to the Purchaser under the Sale and Purchase Agreement, the Warrantor has agreed to give the Warranties on and subject to the terms and conditions contained in this Deed. IT IS AGREED: 1. INTERPRETATION 1.1 Words and expressions defined in Clause 1.1 of the Sale and Purchase Agreement shall (unless defined in this Deed or the context otherwise requires) have the same meanings in this Deed. 1.2 In this Deed unless the context otherwise requires: “Accounting Records” means for each Group Company, its accounting and financial reporting systems, workbooks, supporting documentation, internal and external financial reports and disclosures and other related systems, calculations, reports, and other evidence supporting the transactions and asset and liability balances; “Accounting Standards” has the meaning given to it in the Sale and Purchase Agreement; “Accounting Date” has the meaning given to it in the Sale and Purchase Agreement; “Accounts Date” means December 31, 2024; “Anti-Corruption Laws” has the meaning given to it in Schedule 1; “Associated Person” means in relation to a company, a person (including an Employee, agent or subsidiary) who performs or has performed services for or on that company’s behalf; “Authority” has the meaning given to it in the Sale and Purchase Agreement; “Benefit Scheme” has the meaning given to it in Schedule 1; “Bermuda SAP” means the statutory accounting and actuarial principles and practices prescribed with respect to Bermuda-domiciled life reinsurance companies by the BMA applicable to Bermuda long-term Class E insurance companies; 2 “BMA” means the Bermuda Monetary Authority; “Book Value” means the amount of the estimated net asset value in respect of the Group as at the applicable date of determination; “Business Day” means a day (other than a Saturday or Sunday or a public holiday) when commercial banks are open for ordinary banking business in Bermuda, New York and London; “Business IPR” means all Intellectual Property Rights which have in the three (3) years prior to the date of this Deed been used or intended to be used primarily in or in connection with the business of any Group Company and which are material to the business of the Group; “Business IT” means all Information Technology which is owned or used by any Group Company and which is material to the business of the Group; “Claim” means any claim, proceeding, suit or action against the Warrantor arising out of or in connection with this Warranty Deed; “Companies Act” means the Companies Act 2006; “Company” means Warwick Company (UK) Limited a private limited company incorporated and registered in England and Wales with company number 09005808 whose registered office is at The Scalpel 18th Floor, 52 Lime Street, London, United Kingdom, EC3M 7AF; “Completion” has the meaning given to it in the Sale and Purchase Agreement; “Completion Date” has the meaning given to it in the Sale and Purchase Agreement; “Covered Taxes” means any and all Taxes that (a) are imposed on, allocated or attributable to or incurred or payable by any Group Company for any Tax period or portion thereof ending on or prior to the Completion Date, together with any interest, penalty or additions to Tax accruing after the Completion Date on Taxes described in this clause (a) or (b) arise from or are attributable to any inaccuracy in or breach of any representation or warranty made in Clause 17 of Schedule 1; “Data Protection Laws” has the meaning given to it in the Sale and Purchase Agreement; “Data Room” has the meaning given to it in the Sale and Purchase Agreement; “Disclosed” means fairly disclosed in the Disclosure Documents with sufficient detail to allow the Purchaser to make a reasonable assessment of the nature and scope of the matters, facts or circumstances disclosed and where relevant the extent and impact of their consequences; “Disclosure Documents” means the Disclosure Letter and the documents provided in the Data Room (the agreed form index of which is appended to the Disclosure Letter); “Disclosure Letter” means the letter from the Warrantor to the Purchaser fairly disclosing certain matters relating to certain of the Warranties dated on or about the date of this Deed including the contents of the documents appended and the Schedule thereto and those documents, facts, events, circumstances, matters and information deemed to be Disclosed in it; “Effective Time” has the meaning given to it in the Sale and Purchase Agreement;
3 “Employees” means the individuals employed by a Group Company (whether or not having a written contract of employment), and “Employee” means any one of them; “Encumbrance” has the meaning given to it in the Sale and Purchase Agreement; “Excess” has the meaning given to it in Schedule 2; “Excise Taxes” means any excise Tax imposed by Section 4371 of the US Internal Revenue Code of 1986, as amended; “Farmers Reinsurance Agreement” means that certain reinsurance agreement, effective as of November 30, 2023, by and between Warwick Re and Farmers Life Insurance Company; “Financial Statements” has the meaning given to it in the Sale and Purchase Agreement; “Former Management Members” has the meaning given to it in the Sale and Purchase Agreement; “Former Relevant Person” means each former employee, worker, officer or consultant (whether such consultant provided services personally or through any form of service company) employed, engaged or retained by (and whether or not having had a written contract of employment or engagement with) any member of the Group; “GDPR” means the General Data Protection Regulation (2016/679); “Group” and “Group Company” have the meaning given to it in the Sale and Purchase Agreement; “Information Technology” means computer systems, communication systems, software and hardware; “Insurance Act” means the Bermuda Insurance Act 1978 (as amended) and related rules and regulations; “Insurer” means Euclid Transactional UK Limited; “Intellectual Property Rights” means trademarks, service marks, rights in trade names, business names, logos or get-up, patents, petty patents, utility models, supplementary protection certificates, rights in inventions, registered and unregistered design rights, copyrights, semiconductor topography rights, database rights, rights in domain names and URLs, rights to sue for passing off and in unfair competition, rights in opposition proceedings and all other similar rights in any part of the world (including in Know-how) including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations; “IT Contracts” means all arrangements and agreement under which: (a) any third party provides any element of, or services relating to, IT Systems, including without limitation leasing, hire-purchase, software licences, support, maintenance, services, development and design agreements; and 4 (b) the Group provides any third party with any element of, or services relating to, IT Systems, including without limitation leasing, hire-purchase, software licences, support, maintenance services, development and design agreements; “IT Systems” means all computer systems, communications systems, software and hardware (including firmware, peripherals, communication equipment and links, storage media, networking equipment, power supplies and any other components used in conjunction with such); “Just Reinsurance Agreement” means that certain reinsurance agreement by and between Warwick Re and Just Retirement Limited; “Know-how” means industrial and commercial information and techniques in any form not in the public domain including drawings, formulae, test results, reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions, market forecasts, lists and particulars of customers and suppliers; “Licensed Business IPR” means Business IPR other than Owned Business IPR; “Management Accounts” has the meaning given to it in the Sale and Purchase Agreement; “Owned Business IPR” means Business IPR which is owned by any Group Company; “Party” means a party to this Deed and “Parties” shall mean the parties to this Deed; “Pension Schemes” means: (c) for the Company, the qualifying pension scheme with Peoples Pension; and (d) for Warwick Re, the qualifying pension scheme with Argus Connections, 401(k) Advantage Plan; “Properties” means the properties owned and occupied by the Group being: (a) Shared office space at Part of 41 Cedar Ave, Hamilton HM 12 Cedar House; and (b) Office 19W116, 430 Park Ave, New York, NY 10022, United States; “Purchaser” has the meaning given to it in the Parties section of this Deed; “Purchaser’s Group” has the meaning given to it in the Sale and Purchase Agreement; “Purchaser’s Solicitors” means Debevoise & Plimpton LLP of 66 Hudson Blvd E, New York, NY 10001, United States; “Reinsurance Agreements” means the Farmers Reinsurance Agreement and the Just Reinsurance Agreement; “Relevant Person” has the meaning given to it in the Sale and Purchase Agreement; “Sale and Purchase Agreement” means the agreement entered into (or to be entered into) on or about the date of this Deed between, the Sellers (as defined therein) and the Purchaser relating to 5 the acquisition by the Purchaser of the Company, together with any agreements to be entered into pursuant to it; “Sanctions” means any U.S. sanctions administered by U.S. Treasury Department’s Office of Foreign Assets Control or any equivalent sanctions or measures imposed by the United Nations and/or the European Union and/or His Majesty’s Treasury or any other or similar sanctions or measures imposed by a regulatory body which are applicable to any Group Company; “Shares” has the meaning given to “Sale Shares” in the Sale and Purchase Agreement; “Substantial Customer” means customers with subsisting agreements or arrangements with any Group Company with an annual spend by the customer in excess of US$100,000.00; “Substantial Supplier” means suppliers with subsisting agreements or arrangements with any Group Company with an annual spend by the Group Companies collectively in excess of US$100,000.00; “Tax or Taxation” has the meaning given to it in the Sale and Purchase Agreement; “Taxation Authority” means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation; “Transaction” has the meaning given to it in the Sale and Purchase Agreement; “Transaction Documents” has the meaning given to it in the Sale and Purchase Agreement; “US GAAP” means accounting principles generally accepted in the United States of America, consistently applied, as in effect in the United States of America at the time any relevant determination is made (except as otherwise specified); “Warranties” means those warranties contained in Schedule 1; “Warrantor” has the meaning given to it in the Parties section of this Deed; “Warrantor’s Solicitors” means Charles Russell Speechlys LLP of 5 Fleet Place, London, England EC4M 7RD;“Warranty Insurance Policy” means the buy side warranty and indemnity insurance policy issued on or around the date of this Deed by the Insurer in favour of the Purchaser; and “Warwick Re” has the meaning given to it in the Sale and Purchase Agreement. 1.3 In this Deed unless the context otherwise requires: (a) reference to this Deed or any other document in the agreed form includes this Deed or such other document as varied, modified or supplemented in accordance with the terms hereof; (b) references to recitals, paragraphs, Clauses and schedules and sub-divisions of them, unless the context otherwise requires, are references to the Recitals, paragraphs and Clauses of and Schedules to, this Deed and sub-divisions of them respectively; 6 (c) references to any enactment includes references to such enactment as re-enacted, amended or extended on or before the date of this Deed and any subordinate legislation made under it on or before the date of this Deed; (d) references to a “person” include any individual, company, corporation, firm, partnership, joint venture, association, organisation, institution, trust or agency, whether or not having a separate legal personality; (e) references to the one gender include all genders, and references to the singular include the plural and vice versa; (f) headings are inserted for convenience only and shall be ignored in construing this Deed; (g) the words “company”, “holding company”, “subsidiary” and “subsidiary undertaking” have the meanings given to them by the Companies Act; (h) references to a “company” shall also be construed to include any other corporation or body corporate wherever and however incorporated or established; (i) references to time of the day are to New York time; (j) reference to a document being “in the agreed form” is to a document in the terms agreed between the parties and for identification purposes only signed or initialled by them or on their behalf on or before the date of this Deed; (k) for the purposes of paragraphs 10.9 to 10.13 (inclusive) of Schedule 1 to this Deed, the terms “data subject”, “personal data”, “personal data breach”, “processing” and “supervisory authority” shall have the meaning given to them in the GDPR; and (l) any statement which refers to the knowledge or knowledge and belief of the Warrantor or is expressed to be “so far as the Warrantor is aware” or any similar expression shall mean the actual knowledge, belief or awareness of Matthew Hayes, Jonathan Smith, Gregor Zavadlal and Gordon Cox, having made all reasonable enquiries. 2. WARRANTIES AND RECOURSE 2.1 The Warrantor hereby acknowledges that the Purchaser is entering into the Sale and Purchase Agreement in reliance upon the Warranties and warrants to the Purchaser that each of the Warranties is true, accurate and not misleading as of the date hereof, except where the failure of such warranties, individually or in the aggregate, to be true and correct has not had, and would not reasonably be expected to have a material adverse effect on the assets, liabilities, financial condition, business or results of operations of the Company, taken as a whole. 2.2 Each of the Warranties is given subject to: (a) the matters being Disclosed; and (b) any limitations, exceptions or exclusions expressly provided for in this Deed including those set out in Schedule 2.
7 2.3 Each of the Warranties shall be construed as separate and independent and (unless expressly provided to the contrary) shall not be limited by the terms of or by reference to any of the other Warranties. 2.4 The Warrantor hereby acknowledges that the right of the Purchaser to make a Claim shall not be affected or limited by any knowledge of the Purchaser or any Purchaser Affiliate. 3. ASSIGNMENT None of the parties may assign, grant any security interest over, hold on trust or otherwise transfer any of their respective rights or obligations under this Deed in whole or in part, save that the Purchaser may assign its rights under this Deed to any member of the Purchaser’s Group and that the Purchaser charge and/or assign the benefit of this Deed to any bank or financial institution or other person by way of security for the purposes of or in connection with the financing or refinancing (whether in whole or in part) by the Purchaser of the acquisition of the Shares, provided that the Warrantor shall be under no greater obligation or liability thereby than if such assignment had never occurred and that the amount of loss or damage recoverable by the assignee shall be calculated as if that person had been originally named as the Purchaser in this Deed (and, in particular, shall not exceed the sum which would, but for such assignment, have been recoverable hereunder by the Purchaser in respect of the relevant fact or circumstance). 4. EFFECT OF COMPLETION The terms of this Deed (subject as specifically otherwise provided in this Deed) shall continue in force after and notwithstanding Completion and the remedies of the Purchaser in respect of any breach of any of the Warranties shall continue to subsist notwithstanding Completion. 5. COUNTERPARTS This Deed may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. The parties may enter into this Deed by signing any such counterpart. 6. THIRD PARTY RIGHTS A person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term, save that Clause 9.3 is intended to benefit the third parties mentioned therein and such provisions shall be enforceable by any of them to the full extent permitted by law, subject to the other terms and conditions of this Deed. 7. NOTICES 7.1 Any notice or other communication in connection with this Deed (each, a “Notice”) shall be: (a) in writing; and (b) delivered by hand, fax, pre-paid recorded delivery, pre-paid special delivery or courier using an internationally recognised courier company. 7.2 For the purposes of this Clause 7, the authorised address of: 8 (a) the Warrantor shall be (b) the Purchaser shall be 7.3 A Notice shall be effective upon receipt and shall be deemed to have been received: (a) at 9.00 a.m. on the second Business Day after posting, if sent by pre-paid post, or at the time recorded by the delivery service if sent recorded delivery; (b) at the time of delivery, if delivered by hand or courier; or (c) at the time of sending, if sent by email; provided that receipt shall not occur if the sender receives an automated message indicating that the message has not been delivered to the recipient. 8. INVALIDITY 8.1 If any provision in this Deed shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties. 8.2 To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 8.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Deed and the legality, validity and enforceability of the remainder of this Deed shall, subject to any deletion or modification made under Clause 8.1, not be affected. 9. GENERAL PROVISIONS 9.1 Any waiver of a breach of any of the terms of this Deed or of any default hereunder shall not be deemed to be a waiver of any subsequent breach or default and shall in no way affect the other terms of this Deed. 9.2 Except as otherwise expressly provided in this Deed or expressly agreed by the parties in writing, no failure to exercise and no delay on the part of any party in exercising any right, remedy, power or privilege of that party under this Deed and no course of dealing between the parties shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights and remedies provided by this Deed are cumulative and are not exclusive of any rights or remedies provided by law. 9.3 This Deed may be varied only by a document signed by the Purchaser, the Warrantor and the Majority Sellers (as defined in the Sale and Purchase Agreement). 9 10. GOVERNING LAW AND SUBMISSION TO JURISDICTION 10.1 This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. 10.2 Each of the parties irrevocably agrees that the courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Deed and that accordingly any proceedings arising out of or in connection with this Deed shall be brought in such courts. 10.3 Each of the parties hereto agrees that in the event of any action between any of the parties hereto being commenced in respect of this Deed or any matters arising under it, the process by which it is commenced, (where consistent with the applicable rules) may be served on them in accordance with Clause 7. 11. LIABILITY The Purchaser shall in no circumstances be entitled to exercise any right of set-off or counterclaim against or otherwise withhold payment of any sums stated to be payable by the Purchaser under the Sale and Purchase Agreement or under any other Transaction Document. 12. TERMINATION If the Sale and Purchase Agreement is terminated in accordance with its terms, this Deed shall automatically terminate and all obligations of the Parties under this Deed shall end and no Party shall be liable to another Party under this Deed; provided that all rights and liabilities of the Parties which have accrued before termination shall continue to exist. 13. ENTIRE AGREEMENT 13.1 This Deed and the Transaction Documents contain the entire agreement and understanding of the parties and supersede all prior agreements, understandings or arrangements between the parties (both oral and written) relating to the subject matter of this Deed and the Transaction Documents. 13.2 Each of the parties acknowledges and agrees that: (a) it does not enter into this Deed on the basis of and does not rely, and has not relied upon, any statement, representation, warranty, assurance, covenant, agreement, undertaking, indemnity, guarantee or commitment of any nature whatsoever (in any case whether oral, written, express or implied, and whether negligent or innocent) made, given or agreed to by any person (whether a party to this Deed or not), except those expressly set out or referred to in this Deed and/or the Transaction Documents and, the only remedy or remedies available in respect of any representation, statement, warranty, assurance, covenant, agreement, undertaking, indemnity, guarantee or commitment of any nature whatsoever made to it shall be a claim for breach of contract under this Deed and/or the Transaction Documents; (b) no statement, undertaking, assurance, warranty, covenant or other provision set out in this Deed that is given by any party to this Deed to any other is given as a representation; 10 (c) any statutory or common law remedies, terms, warranties, representations or conditions that are not expressly set out or referred to in this Deed and might otherwise be implied are hereby expressly excluded; and (d) this Clause 13 shall not apply to any statement, representation or warranty made fraudulently or to any provision of this Deed which was induced by, or otherwise entered into as a result of, fraud, for which the remedies shall be all those available under the law governing this Deed.
[Warwick – Warranty Deed – Signature Page] IN WITNESS WHEREOF, this Deed has been executed and delivered as a deed on the date first above written. EXECUTED as a DEED by ASSURED GUARANTY UK HOLDINGS LTD: Name: Title: In the presence of this witness: Name: Address: Occupation: [Warwick – Warranty Deed – Signature Page] EXECUTED as a DEED by WARWICK COMPANY (UK) LIMITED, acting by its directors: Name: Title: Name: Title: 13 SCHEDULE 1 WARRANTIES Except where the context otherwise requires, the Warranties shall apply not only to the Company but also to each of the Group Companies as if they had been expressly repeated with respect to each such Group Company, naming each one of them in place of the Company throughout. In this Schedule “material” shall mean material in the context of (i) each individual Group Company and (ii) of the Group as a whole as the context requires. 1. THE SHARES AND GROUP 1.1 The information in Schedule 3 is complete and accurate in all material respects. 1.2 The Shares comprise the whole of the issued and outstanding share capital of the Company, have been properly and validly issued and outstanding and each is fully paid and legally and beneficially owned and registered as set out in Schedule 3 free from any Encumbrance or any claim to, or agreement or commitment to give or create, any Encumbrance. 1.3 The issued share capital of each Group Company has been properly and validly issued and outstanding. The Company directly or indirectly owns (as set out in Schedule 3), legally and beneficially, free from Encumbrances, the whole of the issued share capital of the Group Companies and all such shares are fully paid or credited as fully paid. There is no agreement or commitment to give or create any Encumbrance over or affecting any shares in any Group Company. 1.4 No Group Company has outstanding or issued any share capital (other than the shares shown in Schedule 3 as being issued) or any securities which are convertible into share or loan capital and no agreement or commitment has been entered into which requires or may require any Group Company to allot or issue any share or loan capital which has not been outstanding or issued at the date of this Deed. 1.5 No person has the right (whether exercisable now or in the future and whether contingent or not) to call for the allotment, conversion, issue, registration, sale or transfer or repayment of any share or loan capital or any other security giving rise to a right over, or an interest in, the capital of any Group Company under any option, agreement or other arrangement (including conversion rights and rights of pre-emption). 1.6 Each Group Company validly exists under the laws of the country in which it is incorporated and has all requisite corporate powers and authority to own property and carry on its business as presently conducted. 1.7 Save as set out in Schedule 3, no Group Company is the legal or beneficial owner of any shares or securities of any other person (other than the Group Companies) or has agreed to acquire any such shares or securities. 1.8 The statutory books of each Group Company have been properly kept, are up-to-date and contain complete and accurate details of all matters required by applicable laws to be entered in them. Such statutory books and the in-force articles of association (or equivalent constitutional documents) of each Group Company are Disclosed in the Data Room. 14 1.9 No Group Company has given any power of attorney or other authority (express, implied or ostensible) which is still in force to any person to enter into any contract or commitment on its behalf, other than in the ordinary course of business. 1.10 Compliance has been made with all applicable law in connection with the formation of each Group Company and all issues and grants of shares, debentures, notes, mortgages or other securities of each Group Company. 1.11 All returns and other documents required to be filed with or delivered to Companies House or the relevant Authority by each Group Company have been prepared, filed and delivered in accordance with applicable law. 2. INSOLVENCY 2.1 No Group Company is insolvent under the laws of its jurisdiction of incorporation or unable to pay its debts as they fall due. 2.2 There are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or other insolvency proceedings concerning any Group Company and no events have occurred which, under applicable laws, would justify such proceedings. 2.3 No creditor of any Group Company has taken, or is entitled to take any steps to enforce, or has enforced any security over any assets of any Group Company or is likely to do so in the immediate future. 2.4 No Group Company has by reason of actual or anticipated financial difficulties commenced negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness. 3. BUSINESS SINCE THE ACCOUNTS DATE Since the Accounts Date: (a) compliance has been made with all terms set forth in Appendix 1 to this Schedule 1, assuming the Schedule has been in place and effect since the Accounts Date; (b) there has been no material adverse change in the financial or trading condition of any Group Company; and (c) no resolution in general meeting or written resolution of the shareholders of any member of the Group has been passed other than the routine business of annual general meetings. 4. FINANCIAL ACCOUNTS 4.1 The Financial Statements of Warwick Re The statutory financial statements of Warwick Re for the year ended on 31 December 2022, the year ended on 31 December 2023, the year ended on 31 December 2024 and the nine months ended on 30 September 2025 have been properly prepared in accordance with Bermuda SAP and Bermuda applicable law. 4.2 The Financial Statements
15 (a) The Financial Statements give a true and fair view of the consolidated assets, liabilities and financial position of the Company and each other Group Company as at the Accounting Date, and of the consolidated profits (or losses) and total comprehensive income and cash flows of the Company and each other Group Company for the financial year ending on that date (in each case on a consolidated basis only). (b) The Financial Statements have been properly prepared with due care and in good faith, in accordance with the Accounting Standards then in force. (c) There are no differences in the total shareholders’ equity between the calculations based on US GAAP and the calculations based on UK GAAP for the consolidated Financial Statements of the Group. (d) There are no liabilities, contingent or otherwise, of any Group Company, other than: (i) liabilities reflected or reserved against in the Management Accounts as of 30 September, 2025; (ii) liabilities incurred since 30 September, 2025, in the ordinary course of business consistent with past practice; or (iii) liabilities or obligations that have been or will be discharged or paid in full prior to the Effective Time. (e) The Group has devised and maintained systems of internal accounting controls with respect to the business sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with management’s general or specific authorisation, (ii) all transactions are recorded as necessary to permit the preparation of the Financial Statements in conformity with the Accounting Standards and to maintain proper accountability for items, (iii) access to its property and assets is permitted only in accordance with management’s general or specific authorisation and (iv) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences. 4.3 Records (a) The Accounting Records: (i) are accurate and up to date in all material respects; (ii) accurately reflect the individual transactions and events of the Company; (iii) comply with applicable law and regulation; and (iv) are exclusively owned by the Company, under its direct control and in its possession. 4.4 Management Accounts (a) The Management Accounts of the consolidated Group have been prepared in accordance with the Accounting Standards (except for the income statement, which is prepared on a 16 US GAAP basis) and such Accounting Standards (or US GAAP, as applicable) have been consistently applied throughout the period to which the Management Accounts relate, as applicable. (b) Each Group Company’s Book Value as reported in the relevant Group Company’s Management Accounts, calculated in accordance with US GAAP, is the same as Book Value as calculated in accordance with UK GAAP. (c) The Management Accounts: (i) are not misleading in any material respect; (ii) are prepared with due care and in good faith; (iii) fairly reflect the value of the consolidated assets and liabilities of the Group as at the dates to which they were drawn up; and (iv) fairly reflect the consolidated profits and revenue of the Group for the periods to which they relate. 5. FINANCIAL OBLIGATIONS 5.1 Financial Facilities (a) Full and accurate details of all financial facilities (including loans, derivatives and hedging arrangements) (being the amounts due under such facilities as at the date one (1) Business Day prior to the date of this Deed) outstanding or available to the Group Companies are provided in the Disclosure Documents and the Group is in compliance with all such facilities in accordance with their terms and there are no circumstances whereby continuation of such facilities might be prejudiced or affected as a result of a transaction effected by the Sale and Purchase Agreement. (b) No Group Company has received any notice to repay under any agreement relating to any borrowing or indebtedness, which is repayable on demand. (c) No Group Company has been in payment default or technical default under any financial indebtedness (which for the purpose of this paragraph shall include any derivative transactions entered into and in connection with protection against or benefit from fluctuations in any exchange or interest rates or price). 5.2 Guarantees etc. There is no outstanding guarantee, indemnity, suretyship or security given: (a) by any Group Company; or (b) for the benefit of any Group Company. 5.3 Grants and Allowances No Group Company has applied for or received any grant, subsidy or allowance from any governmental or other body. 17 6. ASSETS 6.1 The Properties (a) The Disclosure Documents contain true and accurate details of the Properties. The Properties comprise all of the properties owned, used or occupied by the Group or in which the Group has any actual right or interest. (b) No Group Company has any interest in real estate save for the Properties. (c) The Group is the sole legal and beneficial owner of or the lessee or licensee (as applicable) of the Properties. (d) So far as the Warrantor is aware, there are no claims, disputes or outstanding orders or notices affecting the Properties (whether served by a local authority, local planning authority or other body or person) and none are anticipated. (e) No member of the Group has given any covenant or entered into any agreement, deed or other document in respect of any property other than the Properties, in respect of which any contingent or potential liability remains with any member of the Group. (f) Each Property has the benefit of such rights and easements as are necessary for the existing use of the Property by the Group. (g) No Property is subject to any Encumbrance. (h) The applicable Group Company has vacant possession of the Properties and no other person has any other right (actual or contingent) to possession or occupation of the Properties or any interest in it. 6.2 Leases Where the interest of the Group in any Property is leasehold: (a) the requisite details (including copies of each lease and license, as amended from time to time) are included in the Disclosure Documents; (b) there is no subsisting breach and no non-observance of any covenant, condition or agreement contained in the lease under which the Group holds its interest in the Property, on the part of the relevant landlord or the Group which would materially adversely affect the business of the Group; (c) the leasehold properties are occupied by the Group in connection with its business are occupied or used by right of ownership or under lease or licence the terms of which permit that occupation or use and no third party has any right to possession or occupation of the leasehold properties other than the relevant landlord; (d) the relevant member of the Group has paid the rent that has been due and observed and performed the covenants in its capacity as tenant in all material respects and the conditions contained in any leases under which any of the leasehold properties are held by the Group; (e) no rent review is outstanding or in progress; 18 (f) no obligation necessary to comply with a written notice given by the landlord is outstanding and unperformed; (g) no written notice to determine any lease has been served by or received by the Group; (h) so far as the Warrantor is aware, there are no circumstances which would entitle any landlord to exercise any powers of entry or take possession or which would otherwise restrict the continued possession and enjoyment of the leasehold properties; (i) there is no right for the landlord to terminate the lease before the expiry of the contractual term, otherwise than by breach of the lease by the lessee; and (j) with respect to each of the leases, such lease is legal, valid, binding, enforceable and in full force and effect. 6.3 Ownership of Non-Property Assets (a) All assets included in the Financial Statements or acquired by any of the Group Companies or which have otherwise arisen since the Accounts Date, other than the Properties and Intellectual Property Rights and any assets disposed of or realised in the ordinary and usual course of business: (i) are legally and beneficially owned by the Group Companies, and each Group Company has the right to use all tangible material assets used in their respective businesses or presently located on their respective premises; (ii) are free from Encumbrances or any claim to, or contract to grant, any Encumbrance; (iii) is not to any extent surplus to requirements; (iv) are, where capable of possession, in the possession or under the control of the relevant Group Company; and (v) are not the subject of any factoring arrangement, conditional sale or credit agreement. (b) No Group Company agreed to acquire any material asset on terms that the property in it does not pass until full payment is made. 6.4 Sufficiency of Assets The property, rights and assets owned (free from any Encumbrance), leased or otherwise legally used by, the Group Companies comprise all the property, rights and assets necessary or required for the carrying on of the business of each Group Company substantially in the manner in which, and to the extent to, it is presently conducted and has been carried on in the twelve (12) months prior to the date of this Deed, and no such property, right or asset will be adversely affected by and no Group Company will not lose any material rights with respect to its ownership or use of such property right or asset due to the execution, delivery or performance of this Deed or the consummation of the transactions contemplated by the Sale and Purchase Agreement.
19 6.5 Debts None of the debts due from or due to any Group Company which are included in the Management Accounts as of 30 September, 2025 or which have subsequently arisen: (a) has been incurred other than incurred in the ordinary and usual course of business and does not exceed US $100,000.00; (b) has been outstanding for more than two (2) months from its due date for payment; or (c) has been released on terms that the debtor has paid less than the full value of its debt, and all such debts have realised, or will be realised, in the normal course of collection their full value as included in the Financial Statements, Management Accounts or in the books of the relevant Group Company after taking into account the provision for bad and doubtful debts made in the Financial Statements and/or Management Accounts. 7. COMMERCIAL AGREEMENTS AND ARRANGEMENTS 7.1 Joint Ventures etc. Save in respect of the Shareholders Agreements or the Subscription Agreement, no Group Company is, or has agreed to become, a member of any joint venture, agency, consortium, partnership or other unincorporated association, shareholders or similar arrangement. 7.2 Agreements with Connected Parties (a) No Group Company is or has at any time during the period of three (3) years ending on the date of this Deed entered into any contracts or arrangements between, on the one hand, any Group Company and, on the other hand, any person who is or was a shareholder in a Group Company, or any person connected with any of them. (b) No Group Company is or has at any time during the period of three (3) years ending on the date of this Deed entered into any contract, arrangement or understanding with any Relevant Person or Former Relevant Person or current or former director of any Group Company, or any person connected with any of such persons, or in which any such person is interested (whether directly or indirectly), other than any contract of employment or consultancy arrangement between a Group Company and such persons from time to time. 7.3 Material Agreements (a) Other than as Disclosed in the Data Room, no Group Company is a party to any material agreement, including any agreement which: (i) is not in the ordinary course of business or which is not on arm’s length terms; (ii) cannot be terminated by the relevant Group Company on less than six (6) months’ notice without compensation; (iii) imposes any commitment on the relevant Group Company to supply services exclusively from or to any person, or which otherwise materially restricts its freedom or that of any other member of the Group (i) to carry on its business in 20 any part of the world in such manner as it sees fit or (ii) to transfer the whole or any part of its business; or (iv) provides a third party a right to any ongoing commission or similar payment from any Group Company. (b) All modifications, amendments and supplements to any material agreement to which a Group Company is a party have been Disclosed in the Data Room. 7.4 Customer and Supplier Contracts (a) Copies of all subsisting agreements or arrangements with Substantial Customers and Substantial Suppliers have been included in the Disclosure Documents. (b) No Group Company is a party to or subject to any material contract, transaction, arrangement, understanding or obligation (other than in relation to any Property or contract of employment) which: (i) is not in the ordinary and usual course of business; (ii) is not wholly on an arm’s length basis; or (iii) restricts its freedom to carry on its business in any part of the world in such manner as it thinks fit. (c) No Substantial Customer or Substantial Supplier has during the twenty-four (24) months immediately preceding the date of this Deed ceased, reduced or indicated an intention to cease or reduce, or changed the terms of or indicated an intention to change the terms of, its trading or supply with any Group Company. 7.5 Compliance with Agreements (a) All the contracts material to the business of any Group Company or the Group as a whole to which any of the Group Companies is a party (including the Reinsurance Agreements) are valid and binding obligations of the relevant Group Company and the terms thereof have been complied with in all material respects by the relevant Group Company and by the relevant other party thereto. (b) No Group Company has terminated or given notice in writing to terminate any such material contract. (c) No notice of termination or of intention to terminate has been received in respect of any such material contracts. (d) There are no circumstances ongoing which could give rise to a notice of termination being issued by the parties to any such material contract. (e) No Group Company is in material breach or material default of any such material contract to which it is a party and no claim or other assertion of any material breach or material default has been made in writing against any Group Company and no other party to any such material contract is in material breach of any such material contract. 21 7.6 Reinsurance Agreements (a) There are no circumstances ongoing which could give rise to a notice of termination being issued by Warwick Re Limited or any ceding company in respect of any Reinsurance Agreement. (b) Save in respect of balancing premia payable following the completion of data cleansing, all premium amounts due from (i) Just Retirement Limited to Warwick Re under the terms of the Just Reinsurance Agreement and (ii) Farmers Life Insurance Company to Warwick Re under the terms of the Farmers Reinsurance Agreement, in each case, have been received in full. (c) Since the inception of the Reinsurance Agreements: (i) there have been no breaches of the applicable Investment Guidelines (as defined in each Reinsurance Agreement); (ii) there has been no failure by Warwick Re to make a payment or transfer to Just Retirement Limited or Farmers Life Insurance Company, or to provide collateral, in each case, in accordance with the terms of each Reinsurance Agreement; and (iii) with respect to the Just Reinsurance Agreement: (1) there have been no Material Cedant Reporting Failures (as defined in the Just Reinsurance Agreement); and (2) there has been no failure by Warwick Re to notify Just Retirement Limited of its ECR Ratio (as defined in the Just Reinsurance Agreement) in accordance with the terms of the Just Reinsurance Agreement. 7.7 Outwards Reinsurance Agreements (a) All outwards reinsurance contracts to which any of the Group Companies is a party are valid and binding obligations of the relevant Group Company, and the terms thereof have been complied with in all material respects by the relevant Group Company and by the relevant other party thereto. (b) No Group Company has terminated, or given notice in writing to terminate, any such outwards reinsurance contract. (c) No notice of termination or of intention to terminate has been received in respect any such outwards reinsurance contract. (d) There are no circumstances ongoing which are reasonably likely to give rise to a notice of termination being issued by the parties to any such outwards reinsurance contract. (e) No Group Company is in material breach or material default of any such outwards reinsurance contract to which it is a party and no claim or other assertion of any material breach or material default has been made in writing against any Group Company and no other party to any such outwards reinsurance contract is in material breach of any such outwards reinsurance contract. 22 (f) Save in respect of balancing premia payable following the completion of data cleansing, all premium amounts due from under the terms of any such outwards reinsurance contracts have been received in full. 7.8 Effect of Sale of the Shares Neither entering into nor completion of this Deed and the Transaction Documents for the transfer of all or any of the Shares will result in a material breach of, or give any third party a right to terminate or vary, or result in any Encumbrance under, any contract or arrangement to which any Group Company is a party which is material to the business of any Group Company or the Group, as a whole. 8. RELEVANT PERSONS AND BENEFITS 8.1 Relevant Persons and Terms of Employment/Engagement (a) The Disclosure Documents include the current contracts of employment or engagement, or consultancy agreements, of each Relevant Person and there are no written staff handbooks, policies and procedures applicable to all or any of the Relevant Persons. (b) The Disclosure Documents contain full and accurate details of all Relevant Persons (including details of their respective current salaries/remuneration/consultancy fees, bonus, commission, job location, employing or engaging Group Company, start date (and, if different, date of commencement of continuous service), length of service, notice periods (required by both the Relevant Person and the relevant Group Company), type of contract (including but not limited to full-time, part-time, zero hours and casual contracts), expiry of any fixed term (where applicable) and benefits (save for any benefits which are mandatory under applicable law)). (c) Other than as Disclosed, there are no terms and conditions in any contract with any Relevant Person, and no commitment has been made (whether or not legally binding) to any Relevant Person, pursuant to which such person will be entitled to receive any payment or benefit or such person’s rights will change, or an entitlement of such Relevant Person to terminate his employment or engagement will be triggered, as a direct consequence of the completion of the Transaction or in combination with other events, including but not limited to termination of employment or engagement. (d) There are no individuals providing services to the Group (whether directly or through an intermediary company) that have been supplied by an employment agency or business, whether on a temporary or permanent basis. 8.2 Changes in Employment/Service Other than as Disclosed: (a) no Relevant Person has given or received notice to terminate his or her employment or engagement; (b) there are no outstanding offers of employment or engagement made by any Group Company, and no person has accepted such an offer but not yet taken up the position accepted, and no Relevant Person intends to terminate their employment or engagement as
23 a result of the completion of the Transaction or other performance of the terms of the Sale and Purchase Agreement; (c) there are no proposals to terminate the employment or engagement of any Relevant Person and, there has been no dismissal of or settlement agreement entered into with any Relevant Person or Former Relevant Person in the twelve (12) months preceding the date of this Deed. All actions required (whether by a Relevant Person/Former Relevant Person or the relevant Group Company) under any settlement agreements preceding the date of this Deed have been duly completed; (d) no Group Company has agreed to make any payment or agreed to provide any benefit to any Relevant Person, or Former Relevant Person (who was employed or engaged by the Group in the three (3) years prior to the date of this Deed) or any of his or her dependants in connection with the proposed termination or suspension of employment or engagement or variation of any contract of employment or engagement of any such Relevant Person or Former Relevant Person; (e) no redundancies have been implemented in the Group in the twelve (12) months preceding the date of this Deed and there are no ongoing redundancies or proposals to implement any redundancies within the Group in the twelve (12) months following the date of this Deed. There is and has been no practice, policy, agreement or arrangement (whether or not legally binding) by any Group Company of paying redundancy or severance payments in excess of the statutory minimum provided under applicable law; (f) no Relevant Person is on secondment, maternity leave, paternity leave, adoption leave, shared parental leave or other form of family or parental leave or absent on grounds of disability, longterm sickness or other leave of absence (other than usual holiday allowances) and have, or may have, a statutory or contractual right to return to work; and (g) no Relevant Person is seconded or assigned by their relevant employing or engaging Group Company to provide services (i) for another Group Company or (ii) in a different jurisdiction to the one in which they were originally employed or engaged. 8.3 Works Councils and Representative Bodies No Group Company has formally recognised a trade union, works council, other representative body or is a party to any agreement with any trade union, works council or other representative body or has received any written or unwritten request for recognition of a trade union, works council or other representative body in respect of its business, in each case in respect of Relevant Persons or Former Relevant Persons (who were employed or engaged by the Group in the six (6) years prior to the date of this Deed). 8.4 Bonus, Benefit and Other Profit-Related Schemes (a) The Disclosure Documents contain the rules and all other documentation, terms, promises, arrangements (whether written or unwritten) relating to all existing share incentive, share option, profit sharing, bonus, retention, commission or other incentive arrangements, long- term disability insurance, life assurance, death-in-service, private medical, health and welfare, retention, change-in-control, post-retirement medical, directors’ and officers’ insurance, travel, car, redundancy and any other benefit schemes, plans or arrangements (each a “Benefit Scheme”) for or affecting any Relevant Person or Former Relevant Person 24 (who was employed or engaged by the Group in the three (3) years prior to the date of this Deed) or their dependants. (b) All existing Benefit Schemes operated by the Group have been operated materially in accordance with their governing rules or terms and all applicable laws and all documents which are required to be filed with any regulatory authority have been so filed. (c) There are no proposals to introduce any new Benefit Scheme for any Relevant Person. (d) Except as otherwise Disclosed, no person has received any awards under the Warwick Bermuda LLC Management Long Term Incentive Plan, the Warwick Company (UK) Limited Equity Incentive Plan or any other incentive plan operated by the Group where such awards are still outstanding or unsettled as at the date of this Deed and there have been no promises (whether written or unwritten and whether legally binding or otherwise) made to any person in respect of such awards or other equity-related incentives. 8.5 Transfers (a) No Group Company has entered into any agreement or arrangement which involved or may involve any Group Company acquiring or disposing of any undertaking or part of one, to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended from time to time) may apply, whether on commencement or termination of such agreement or arrangement or otherwise. 8.6 Claims (a) No allegation has been made, whether by any Relevant Person, any Former Relevant Person or any regulatory authority, that any Relevant Person who is (or any Former Relevant Person (who was engaged by the Group in the six (6) years prior to the date of this Deed) who was) a consultant should be properly categorised as a worker or employee of the relevant Group Company, whether for employment or Tax purposes or otherwise and there is no basis on which any such allegation is likely to be made. (b) There are no complaints, disputes or claims pending, outstanding or threatened against any Group Company of whatsoever nature (including, without limitation in relation to any Benefit Scheme) in relation to any Relevant Person or Former Relevant Person and there are no matters which could give rise to any such complaints, disputes or claims. (c) No Relevant Person is subject to any disciplinary warning or procedure. 8.7 Amounts Owing (a) There are no amounts owing or agreed to be loaned or advanced by any Group Company to any Relevant Person or Former Relevant Person (other than amounts representing remuneration accrued due for the current pay period, accrued holiday pay for the current holiday year or for reimbursement of business expenses). (b) Each “Part 1 Award” under retention award letters granted to any Relevant Person have been duly paid. 25 (c) All consideration marked payable in respect of restrictive covenants to any Relevant Person under such person’s contract of employment or engagement has been duly paid. (d) In the two (2) years preceding the date of this Deed, in respect of each current and former Employee or worker of a Group Company whose employment or engagement is or was subject to UK law, all holiday pay for periods of holiday taken under regulation 13, regulation 13A and regulation 15B of the Working Time Regulations 1998 has been calculated and paid in accordance with the Working Time Regulations 1998 and, in respect of leave taken under regulation 13 before 1 January 2024, in accordance with the Working Time Directive 2003/88/EC. (e) In respect of Relevant Persons employed or engaged in Bermuda, all material payroll tax filings and payments required under the Payroll Tax Act 1995 and related regulations have been duly made and paid when due in all material respects; there are no arrears, penalties, waivers, audits or investigations outstanding as at the date of this Deed. 8.8 Compliance Each Group Company has, in relation to each Relevant Person and Former Relevant Person (who was employed or engaged by the Group in the six (6) years prior to the date of this Deed), complied in all material respects with all applicable obligations (whether or not legally binding) under legislation, common law, equity, regulations, codes of conduct, codes of practice, terms and conditions of employment, orders, agreements with third parties and awards relevant to their conditions of service. 8.9 Immigration (a) Right to work checks have been completed for every Relevant Person and Former Relevant Person (who was employed or engaged by the Group in the six (6) years prior to the date of this Deed) in the UK to provide a statutory defence to any civil penalty issued by the UK’s Home Office. (b) Subject to paragraph 8.9(c) below, no person employed or engaged by the Group requires immigration permission to work in the jurisdiction in which they are employed or engaged. (c) Each Group Company operating in Bermuda has taken all reasonable steps to ensure that every Relevant Person employed or engaged by it has and continues to have the necessary permission to engage in gainful occupation in Bermuda under the Bermuda Immigration and Protection Act 1956 and the policies of the Department of Immigration of the Bermuda Government. Each Group Company has obtained and continues to maintain, where required, valid work permits for such persons, all associated fees have been duly paid and the Disclosure Documents contain accurate details of the current expiry dates of such work permits. No work permit applicable to any Relevant Person contains any unusual or onerous conditions that would materially impact such person’s ability to perform their duties for the relevant Group Company. No such permissions or permits are, so far as the Warrantor is aware, under investigation, suspended, revoked, or subject to any pending application for renewal, other than routine renewals or administrative reviews in the ordinary course of business. 8.10 Pension Schemes 26 (a) Other than the Pension Schemes Disclosed, there are no agreements, arrangements, obligations or commitments (whether funded or unfunded) under which any Group Company is required to make payment of a contribution towards, or other provision for, benefits on retirement, incapacity, ill-health or death for the benefit of a Relevant Person or Former Relevant Person or their dependants and no undertaking or assurance (whether written or oral) has been given (or is being considered) by any Group Company to any person as to the continuance, alteration or introduction of any plan or arrangement, or increase, augmentation or improvement of any benefits on retirement, incapacity, ill-health or death (including those provided under the Pension Schemes). (b) Full details of the Pension Schemes have been Disclosed, including complete and correct copies of all material documents governing the Pension Schemes and details of each Group Company’s obligations and liabilities under the Pension Schemes (including but not limited to details of current contribution rates by both the relevant Group Company and Relevant Person). (c) All contributions, insurance premiums, Tax, expenses and other amounts due to and in respect of the Pension Schemes have been duly paid. There are no liabilities outstanding in respect of the Pension Schemes at the date of this Deed. The contributions in respect of the Pension Schemes have been paid at the rates Disclosed. (d) The Pension Schemes comply with and have been managed in accordance with their governing documentation and all applicable laws, regulations and requirements. (e) All death in service benefits are fully insured with a reputable insurance company duly authorised under applicable law and regulation and there is no reason why any policy of insurance may be invalidated or set aside. (f) Each relevant Group Company has at all times complied with its duties under Part 1 of the UK Pensions Act 2008, and no regulatory action or claims have been, or are likely to be, taken or raised in respect of those duties. (g) In respect of any Relevant Person or Former Relevant Person (who was employed or engaged by the Group in the six (6) years prior to the date of this Deed) employed or engaged in Bermuda, all Group Companies have, in all material respects, complied with their obligations under the Bermuda National Pension Scheme (Occupational Pensions) Act 1998, the Bermuda Contributory Pensions Act 1970 and related regulations, including all registration, enrolment, and contribution requirements. All required contributions have been duly paid and remitted to the relevant pension plan trustees and the Department of Social Insurance in all material respect. There are no material arrears, penalties, or written notices of investigations outstanding in respect of any such contributions. (h) There are no disputes concerning the Pension Schemes in respect of any Group Company, Relevant Person or Former Relevant Person, or any Connected Person of any of the foregoing with any interest in or entitlement under any Pension Scheme and, so far as the Warrantor is aware, there are no circumstances that are reasonably likely to give rise to any such dispute. (i) No Group Company nor any connected or associated person of any Group Company participates in (or has participated in), has, or has had, any liability or contingent liability to make payment to, and has no other obligation or contingent obligation to any
27 arrangement (legally binding or otherwise) for providing or contributing towards, any pension plan or scheme under which benefits are or were calculated on a defined benefit basis. 9. INTELLECTUAL PROPERTY RIGHTS 9.1 The Disclosure Documents list accurate and current details of all Owned Business IPR and all licences and associated agreements relating to the Licensed Business IPR. 9.2 All: (a) Business IPR is either legally and beneficially owned by a Group Company or lawfully used with the consent of the owner under a licence and so far as the Warrantor is aware such Business IPR shall be owned or available for use by each member of the Group (to the extent that such Group Company requires access) immediately after Completion on terms and conditions identical to those under which each member of the Group owned or used such Business IPR immediately before Completion; (b) Owned Business IPR is (i) valid and subsisting and enforceable, and nothing has been done or omitted to be done which would jeopardise its validity, enforceability or subsistence and (ii) not subject to any claim for revocation, invalidity or cancellation; (c) Owned Business IPR is not being infringed or used without authorisation, attacked or opposed by any person; (d) Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another; (e) renewal fees which are due and steps which are required for the maintenance and protection of all Owned Business IPR that is registered have been paid and taken; and (f) licences relating to the Licensed Business IPR have been fully complied with and no notice to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the truth and accuracy of any of the above. 9.3 There has been and is no misuse of Know-how or Intellectual Property Rights by any Group Company and the Group Companies have not made any disclosure of Know-how or Intellectual Property Rights to any person other than the Purchaser and its advisers in conjunction with this Deed and the Transaction Documents, except properly and in the ordinary and usual course of business and on the basis that such disclosure is to be treated as being of a confidential character. No Group Company has received written notification, and no circumstances exist that are likely to give rise to any claim of infringement or misuse. 9.4 No Group Company has in the past three (3) years received written notice (and so far as the Warrantor is aware no person has otherwise threatened or otherwise asserted any claim) and in each case, no person is: (a) that the Group’s operations and activities infringe, misuse or otherwise violate the Intellectual Property Rights of any third party; or 28 (b) challenging the ownership, use, validity, enforceability, patentability or registrability of any Owned Business IPR. 9.5 So far as the Warrantor is aware, no circumstances exist that are likely to give rise to any claim of infringement or misuse of the Intellectual Property Rights of any third party. 9.6 The conduct of the Group’s business does not infringe, misappropriate, or otherwise violate the Business IPR of any third party. 9.7 Copies of all material licences, agreements and permissions relating to the licensing, ownership, development or use of any Business IPR by any member of the Group have been Disclosed in the Data Room, and in respect of each such agreement: (a) it is in full force and effect, no notice having been received by a Group Company to terminate it; (b) the obligations of each party under it have been complied with in all material respects and no disputes have arisen or are foreseeable in respect of it; and (c) neither entering into, nor compliance with nor completion of, this Deed will, or is likely to entitle a party to terminate, vary or make a claim under it, or result in any other adverse consequence for any member of the Group. 10. INFORMATION TECHNOLOGY AND DATA PROTECTION 10.1 The Disclosure Documents contain accurate and current details of all IT Systems. 10.2 All IT Systems are either (i) legally and beneficially owned by the Group free from any Encumbrance or (ii) supplied by third party suppliers on arm’s length commercial terms. 10.3 The IT Contracts are in full force and effect, valid and binding and, the Company has complied with them in all material respects. No notices of breach or termination have been served on or by the Company in respect of any of the IT Contracts and there are and have been no claims, disputes or proceedings arising or threatened under any IT Contracts, and no circumstances exist which may bring about any such claim, dispute or proceeding. There has been no breach of the IT Contracts by any Group Company or any counterparties to such IT Contracts. Each IT Contract has been Disclosed in the Data Room. Neither entering into, nor compliance with nor completion of, this Deed or the Transaction Documents will entitle a party to terminate, vary or make a claim under any IT Contract. 10.4 The IT Systems (and each part of them): (a) are in good working order in all material respects and have functioned efficiently and in accordance with all applicable specifications, documentation and requirements of the business of the Group; (b) have sufficient capacity, capability, functionality and scalability and perform sufficiently to satisfy the current requirements of the business of the Group and those reasonably projected for the next two (2) years; (c) have not been materially defective or materially failed to function during the three (3) years immediately preceding Completion, nor have there been any logical or physical intrusions to the IT Systems or losses of data which have had (or are having) a material adverse effect on the business of the Group; 29 (d) have been refreshed, patched, maintained and updated in accordance with good industry practice; (e) have adequate security and back-up systems to preserve the availability, security and integrity of the IT Systems and the data processed and stored on the IT Systems in accordance with industry best practice; (f) have been maintained and currently have the benefit of appropriate development maintenance and support agreements (as Disclosed in the Data Room), and in the event that the persons providing development, maintenance or support services for the IT Systems cease to provide such services, the Group has all the necessary rights, expertise and information to continue to maintain and support or have a third party maintain and support the IT Systems; and (g) are protected by, monitored and subject to adequate and effective and fully documented information security arrangements which have been implemented, regularly tested, managed and updated in accordance with good industry practice. 10.5 All databases which form part of the IT Systems are complete and accurate and none have suffered any loss or corruption in the three (3) years prior to the date of this Deed. 10.6 The Company has implemented an effective and fully documented disaster recovery and business continuity plan in respect of the IT Systems in accordance with industry best practice which would permit all of the critical functions of the Group to be restored within four (4) hours, the balance of functions being restored within twelve (12) hours. The Group has tested (or procured the testing of) such disaster recovery and business continuity plan in the last twelve (12) months and that test resulted in full restoration of those functions within those timescales. 10.7 All the domain names used, or required to be used, in or in connection with the business as presently carried on are listed in the Disclosure Letter (the “Domain Names”). The Group is the sole owner of the Domain Names, together with the website(s) which may be accessed at the Domain Names. 10.8 The Group has in place adequate procedures in accordance with good industry practice: (a) to take and store on-site and off-site back-up copies of the software and data in the Business IT; and (b) to minimise unauthorised access to and the introduction of viruses and other contaminants into the Business IT. 10.9 Each Group Company complies, and has complied in all material respects within the three (3) years prior to the date of this Deed, with all applicable Data Protection Laws relating to the processing of personal data. 10.10 Each Group Company has: (a) implemented appropriate technical and organisational measures to keep processed personal data strictly confidential and to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access; and (b) in all material respects, aligned its cybersecurity practices with relevant industry standards. 30 10.11 Each Group Company carries out tests and vulnerability assessments of its information systems and business environment to identify material cybersecurity threats to its assets and systems. 10.12 No Group Company has, during the three (3) years prior to the date of this Deed: (a) suffered any material personal data breach or cybersecurity incident; (b) received any written notice, request, order, complaint or other communication from any Authority or any other person alleging relating to, imposing any sanction for, or alleging or informing an investigation into allegation of a breach of their obligations under Data Protection Laws; or (c) received any written claim or complaint from any data subject or other person claiming a right to compensation for failure to respond to any of their data subject rights requests or alleging any breach of Data Protection Laws. 10.13 No order has been made against any member of the Group for the rectification, blocking, erasure or destruction of any data under any applicable Data Protection Laws that is material to the Company’s business as carried on at the date of this Deed. 11. COMPLIANCE WITH LAWS 11.1 Each Group Company has conducted its business in all material respects in accordance with all applicable laws and regulations and has not done or omitted to do any act or thing which constitutes or may constitute an offence under any applicable law. 11.2 No member of the Group has received in the three (3) years prior to the date of this Deed any: (i) written notice from any Authority alleging any non-compliance with any applicable law or (ii) any indication that such notice is being contemplated. 11.3 There is no investigation, enquiry, order, decree or judgment of any court or Authority outstanding against any Group Company, and, so far as the Warrantor is aware, no such investigations or enquiries are pending, contemplated or threatened. 11.4 All necessary licences, registrations, permissions, consents, permits and authorisations (public and private) have been obtained by each Group Company to enable it to carry on its business in the places and manner in which such business is now carried out and all such licenses, registrations, permissions, consents, permits and authorisations are valid and subsisting, have been complied with in all material respects. 11.5 None of the authorisations, licences, consents, permissions or approvals referred to in paragraph 11.4 have been revoked, suspended, cancelled, not renewed, materially varied or made subject to any material restriction or condition (in whole or in part), and there are no circumstances likely to lead to any of them being suspended, cancelled or revoked and, so far as the Warrantor is aware, no such revocation, suspension, cancellation, non-renewal, material variance or material restriction or condition has been threatened by any Authority prior to the date of this Deed. 11.6 None of the directors, agents or Relevant Persons of each Group Company (during the course of his duties in relation to the Group Company and for whose actions the Group Company could be or is responsible) have committed or omitted to do any act or thing in contravention of any applicable law.
31 11.7 Each Group Company is in good standing under the applicable law and regulation of its jurisdiction of incorporation or organisation. 12. ANTI-CORRUPTION AND SANCTIONS 12.1 Neither the Group nor any of its Associated Persons is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the Foreign Corrupt Practices Act of 1977 (as amended by the Foreign Corrupt Practices Act Amendments of 1988 and 1998, and as may be further amended or supplemented from time to time), the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed on 17 December 1997 (“Anti-Corruption Laws”) or similar applicable legislation in the jurisdictions in which the Group Companies operate. 12.2 Neither the Group nor any of its Associated Person (in their capacity as Employee of, or otherwise being engaged by, the Group) has engaged in any activity, practice or conduct which would constitute a breach of applicable laws, regulations and guidance relating to Sanctions. 12.3 No Group Company or Associated Persons is or has been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence or alleged offence under Anti-Corruption Laws or Sanctions, and no Group Company has received any written notification that any such investigation, inquiry or proceedings are or have been threatened or are pending and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings. 12.4 Each Group Company maintains and regularly keeps under review on an ongoing basis adequate written procedures and internal accounting controls which are designed to ensure compliance by the relevant Group Company and its respective directors and Relevant Persons with all Anti- Corruption Laws and Sanctions. 13. COMPETITION 13.1 No Group Company is or has at any time been party to or directly or indirectly concerned in any agreement, arrangement, understanding or practice (whether or not legally binding) or course of conduct which: (a) is or was in breach of any competition or similar legislation in any jurisdiction in which the Group’s business is or has been carried on; (b) is or has been the subject of any investigation, site inspection or request for information by any court, competition or other governmental or administrative authority pursuant to any competition or similar legislation in any jurisdiction in which the Group’s business is or has been carried on; (c) is or has been during the past three (3) years the subject of any registration with, or any notification or application for a decision or guidance to, any competition or other governmental or administrative authority pursuant to any competition or similar legislation of any jurisdiction in which the Group’s business is or has been carried on; or (d) is or was otherwise registrable, notifiable, unenforceable or void or which renders a Group Company or any of its officers liable to administrative, civil or criminal proceedings under 32 any competition or similar legislation in any jurisdiction in which the Group’s business is or has been carried on. 13.2 No Group Company has given any undertaking, and no order, decision, judgment or direction of any court, competition authority or other governmental or administrative authority has been made against any Group Company, or in relation to it, pursuant to any competition or similar legislation in any jurisdiction in which the business is or has been carried on which restricts the manner in which any Group Company is permitted to conduct any of the business. 13.3 No Group Company has received any aid, or any written notice of any investigation, complaint, action or negative decision in relation to the receipt or the alleged receipt of any aid or alleged aid, from any governmental organisation in any jurisdiction in which the business is or has been carried on. 14. REGULATORY MATTERS 14.1 Copies of all material correspondence to or from any Authority during the three (3) years prior to the date of this Deed have been Disclosed in the Data Room. 14.2 Each Group Company has timely filed or caused to be timely filed all required forms, reports, registrations, and other documents required to be filed by or on behalf of the Group Company with any Authority in connection with the business conducted by the Group Company, and each Group Company has acted in compliance with all such forms, reports, registrations and other documents in all material respects, and all required regulatory approvals in respect thereof are in full force and effect. 14.3 Warwick Re Limited is a Bermuda exempted company limited by shares licensed as a Long-Term Class E insurer by the BMA under the Insurance Act and is in good standing under the Insurance Act. 14.4 During the three (3) years prior to the date of this Deed, none of the Group Companies nor any of their directors, Relevant Persons or agents have been investigated or audited (in the case of any Relevant Person of the Group Company, in connection with any act or omission in the course of their employment or engagement) in connection with its business, resulting in any Authority imposing any material fines or penalties or exercising any other material disciplinary measure, nor has any indication been received by any Group Company that such measures are being contemplated. 15. LITIGATION 15.1 No Group Company (or any person for whose acts or defaults a Group Company may be vicariously liable) is involved whether as claimant or defendant or other party in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration. 15.2 No claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration have been threatened or is pending by or against any Group Company (or any person for whose acts or defaults a Group Company may be liable), and there are no facts likely to give rise to any such proceedings and no Group Company has any matter currently subject to mediation or expert determination. 33 15.3 There are no investigations, disciplinary proceedings or other circumstances that could lead to any such claim or legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration. 15.4 There are no existing or pending judgments or rulings, orders, awards, decisions or decrees of any court or Authority or any expert determination or arbitral award against any Group Company, and no Group Company is party to any undertaking or assurance given to a court, tribunal, Authority or any other person in connection with the determination or settlement of any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration. 15.5 No unsatisfied judgment is outstanding against any member of the Group. 16. INSURANCE 16.1 Insurance Cover (a) Accurate details of all current insurance policies relating to the assets and business of the Group are contained in the Disclosure Documents. (b) Except as Disclosed, all premiums due and payable up to the date of this Deed in respect of such policies have been paid. (c) Except as Disclosed, no material claims have been made or notified under any Group insurance policy in the past three (3) years, and no material claim is outstanding except those already notified to the insurance company and Disclosed in the Data Room. 16.2 Validity of Insurance In respect of the insurances referred to in paragraph 16.1: (a) all premiums and any related insurance premium taxes have been duly paid to date, and each Group Company has complied in all material respects with its obligations under each insurance policy; (b) all insurance policies are in full force and effect, none are void or voidable and no claims are outstanding; and (c) no circumstances have arisen and nothing has been done or omitted which would render any of the policies void or unenforceable for illegality or otherwise at the instigation of the relevant insurer or underwriter. 16.3 Insurance Claims During the three (3) years immediately preceding the date of this Deed, no individual insurance claim has been made by any Group Company exceeding US$25,000 or that is otherwise material to the relevant Group Company or the Group as a whole. 17. TAXATION 17.1 Adequate provision or reserve (as appropriate) has (in accordance with applicable Accounting Standards or US GAAP, as applicable) been made in the Financial Statements for the calendar year ended 31 December, 2024, and the Management Accounts for any Tax (whether actual, deferred, 34 contingent or disputed, and whether an asset or a liability) assessed or liable to be assessed on a Group Company or for which a Group Company is accountable at the Accounts Date whether or not the relevant Group Company has or may have any right or reimbursement against any other person. 17.2 No Group Company has received any written notice or indication that any Group Company has been involved in any scheme, arrangement, transaction or series of transactions in which the main purpose or one of the main purposes was the evasion or avoidance of Tax. 17.3 Each Group Company is resident for Tax purposes in its respective jurisdiction of incorporation, is duly registered for all Taxes the registration for which is required by law and has at no time had a permanent establishment or other taxable presence in any jurisdiction other than that in which it was incorporated. 17.4 No Group Company has received any notice from any Taxation Authority that requires or will require it to withhold Taxation from any payment made since the Accounts Date or which will or may be made after the date of this Deed. 17.5 Each Group Company has, in all material respects, prepared and maintained all records and documents required by Tax law and has in its possession all such documents. 17.6 All returns to be submitted, all information required to be supplied and all notices, payments, deductions and withholdings required to be made by each Group Company in each case for the purposes of Taxation have been submitted, supplied or made punctually on a proper basis, all such returns, information, notices, payments, deductions and withholdings are correct, and there is not, and there is not likely to be, any dispute or enquiry in respect of any of them with any Taxation Authority. 17.7 No Group Company is currently, and no Group Company has been within the 6 (six) years prior to the date of the Sale and Purchase Agreement, involved in any non-routine audit or examination by, or any dispute with, any Taxation Authority concerning any matter that likely to result in the assessment of a material liability of the Company to Tax. 17.8 No Group Company has within the 6 (six) years prior to the date of the Sale and Purchase Agreement paid or become liable to pay, nor are there any circumstances by virtue of which any Group Company is likely to become liable to pay, any penalty, fine, surcharge or interest in connection with any Tax. 17.9 The amount of Tax chargeable on each Group Company during any accounting period ending on or within the 6 (six) years before the Accounts Date has not depended on any concessions, agreements or other formal or informal arrangements with any Taxation Authority. 17.10 In relation to (in each case) transactions entered into by, on the one hand, a Group Company with, on the other hand, any other Group Company, its shareholder or an affiliate of a shareholder incorporated or organised under the law of a different jurisdiction to the relevant Group Company: (a) no Group Company has entered into any transaction or arrangement that would be treated for Tax purposes as otherwise than on arm’s length terms; and (b) all Group Companies are compliant with applicable transfer pricing legislation or guidelines set by a Taxation Authority. 17.11 No Group Company is or has been, or has at any time conducted its affairs on the basis that it is, a member of any group for any Tax purpose with any person other than another Group Company.
35 17.12 All documents in the possession or under the control of each Group Company to which the relevant Group Company is a party and which attract stamp duty have been duly stamped and all amounts payable thereon have been duly paid. 17.13 No charge to Tax will arise on any Group Company by virtue of the entering into and/or completion of any of the transactions contemplated by the Sale and Purchase Agreement. 17.14 No Group Company is currently, or has been in the past 6 (six) years, a member of (i) a “qualifying” “multinational group” for purposes of Parts 3 and 4 of the UK’s Finance (No.2) Act 2023 or (ii) an “In Scope MNE Group” for purposes of the Bermuda Corporate Income Tax Act 2023. 17.15 All returns required by law to be submitted and payments required to be made for Excise Taxes with respect to a reinsurance contract entered into by a Group Company have been submitted or paid to the appropriate Taxation Authority by the relevant ceding company or other appropriate party for each such contract within applicable time limits required by law. 17.16 No Group Company was classified as a “passive foreign investment company” within the meaning of Section 1297 of the US Internal Revenue Code of 1986, as amended, for the most recently completed taxable year, and, based on the composition of the assets and liabilities and the level of activities of the Group Companies as of the Completion Date and so far as the Warrantor is aware, no Group Company is anticipated to be classified as a “passive foreign investment company” for its current taxable year. 18. ACTUARIAL DATA The factual information and data furnished by the Warrantor to the third-party actuarial consultants engaged by the Company – being Oliver Wyman and Mercer – in connection with the preparation of any actuarial reports (i) included all the information material to such actuarial reports that was requested by the third-party actuarial consultant, (ii) was accurate in all material respects as of the date so provided, (iii) was obtained from the books and records of the Company, (iv) was generated from the same underlying sources and systems that were utilised by the Company to prepare the Financial Statements and (v) did not contain any material data input inaccuracies. 36 Appendix 1 Since the Accounts Date, no Group Company has carried out any of the actions specified in this Appendix: 1. Acquisitions, Disposals and Capital Commitments 1.1 declared, set aside or paid any dividends on, or made any other distributions (whether in cash, shares or property) in respect of, the outstanding shares or equity securities of any Group Company; 1.2 subdivided, adjusted, split, combined or reclassified any of the outstanding share capital of, or issued or authorised the issuance of any other securities in respect of, in lieu of or in substitution for shares of, the outstanding share capital of any Group Company; 1.3 purchased, redeemed or otherwise acquired any shares of outstanding share capital of any Group Company, or any rights, warrants or options to acquire any such shares; 1.4 sold, leased, transferred, licensed or otherwise disposed of, or purchased, leased, licensed or otherwise acquired, any material assets, businesses or undertakings (or any interest therein); 1.5 transferred, issued, sold, pledged, encumbered or disposed of, or authorised the transfer, issuance, sale, pledge, encumbrance or disposition of, any shares or securities of any Group Company or granted options, warrants, calls or other rights to purchase or otherwise acquire any shares or other securities of any Group Company; 1.6 entered into or made itself liable for any material capital commitment (whether by way of purchase, lease, hire purchase or otherwise); 2. Agreements and Arrangements 2.1 made or adopted any changes in the actuarial, underwriting, risk retention, risk management, hedging, claims administration, reserving, accounting or investment policies, practices or principles of any Group Company (other than any change required by applicable law, GAAP, Bermuda Accounting Principles or other applicable accounting principles (or the interpretation of any of the foregoing) or otherwise in the ordinary course of business); 2.2 made or permitted any material change in the nature or scope of the Group or any Group Company’s business; 2.3 carried on the Group’s business other than through a Group Company; 2.4 entered into, amended, varied or granted any release of or waive any provision under, or other than in the ordinary course of business, pursuant to its current terms, terminate, recapture, renew, extend or fail to enforce (or give notice to terminate or commit a material or persistent breach of) any contract to which a Group Company is a party, which either (i) will involve a payment or commitment by the relevant Group Company in excess of US$100,000 per year or (ii) is outside the ordinary and usual course of trading and will involve a payment or commitment by the relevant Group Company in excess of US$100,000 per year; 2.5 released any collateral supporting any reinsurance agreement of the third-party business of any Group Company where such Group Company would have a liability or obligation in the absence of sufficient collateral, other than in the ordinary course of business or as otherwise requested by a governmental entity; 37 2.6 amended, breached, varied, waived, commuted or terminated any reinsurance agreement under which a Group Company has provided reinsurance; 3. Loans, Borrowings and Factoring of Debts 3.1 (i) made, increased or extended any loan or advance or granted any credit to anyone whomsoever, save for loans, advances or grants of credit made in the ordinary and usual course of trading with respect to the asset management of the reinsurance business and in a manner consistent with the investment guidelines of each reinsurance arrangement were permitted or (ii) acquired any indebtedness owed by any Group Company or other third party to any non-Group Company lender; 3.2 (i) released any debtor on terms that he pays less than the book value of any material debt or (ii) wrote off any material debt; 3.3 made any material change in the policy or procedures by which the Group collects its debt; 3.4 borrowed any monies or incurred any indebtedness or other liability other than (i) in accordance with the relevant annual budget of the Group, or (ii) trade credit in the ordinary and usual course of trading (provided that where such trade credit indebtedness is not specifically provided for in the annual budget of the Group, the amount of indebtedness thereby incurred shall not, when taken with any other liability incurred pursuant to this paragraph, exceed US$100,000 in any calendar year), or (iii) any borrowings between Group Companies; 4. Constitutional Documents, Shareholder Resolutions and Share Rights 4.1 varied the rights attaching to any securities issued by any Group Company; 4.2 made any increase or reduction or other alteration whatsoever (including by way of redemption, purchase, sub-division, consolidation or redesignation) of any Group Company’s share capital or allotted or issued or granted any option to subscribe for or acquire shares in a Group Company or issue any securities of any Group Company; 5. Accounts, Auditors, Accounting Policies and Reference Date 5.1 changed any of the Group Companies’ auditors unless they resigned on their own insistence or did not seek re-appointment or agreed on any reduction of any cap on the liability of the auditors; 5.2 made any change in any Group Company’s accounting reference date or (save as may be necessary to comply with changes in statements of standard accounting practice) its accounting policies; 6. Tax 6.1 made, changed or revoked any material Tax election, settled or compromised any material Tax claim or liability, waived or extended any statute of limitations in respect of any material Tax or any period within which an assessment or reassessment or determination of any material Tax may be issued, made or amended any material Tax return, settled any Tax audit, or surrendered any right to claim any material Tax refund, except in each case if and to the extent: (i) reflected in the Management Accounts; or (ii) required by law; 7. Reorganisations adopted a plan of complete or partial liquidation or rehabilitation or authorised or undertook a merger, amalgamation, dissolution, rehabilitation, consolidation, restructuring, recapitalisation or other reorganisation; 38 8. Litigation initiated, discontinued or settled any litigation or arbitration proceedings provided that this provision shall not prevent any action taken by the Group’s insurer at its cost in the event the insurer has accepted the claim in accordance with the Group’s insurance policies; or 9. General approved or agreed to do any of the things referred to in this Appendix.
39 SCHEDULE 2 LIMITATIONS ON LIABILITY 1. MAXIMUM LIABILITY 1.1 The liability of the Warrantor in respect of all Claims shall not exceed US$1. 1.2 No information supplied by or on behalf of any Employee or agent or adviser of a Group Company to the Company in connection with the Warranties or the preparation of this Deed shall constitute a warranty or representation as to the accuracy of such information and no member of the Purchaser’s Group will have any recourse against any such Employee, agent or adviser. 2. WARRANTY INSURANCE The Purchaser confirms that its sole recourse for any Claim against the Warrantor, for any amount in excess of the limit of liability set out in paragraph 1 above (any such amount being, an “Excess”), shall be against the Warranty Insurance Policy (regardless of whether or not such policy is actually placed) and, accordingly, the Purchaser shall have no right to, and shall not initiate or pursue any claim, proceeding, suit or action against the Warrantor in respect of any Excess. The Purchaser acknowledges and agrees that it shall be fully liable for any retention amount under the Warranty Insurance Policy with respect to any excess, and accordingly, the Warrantor shall not be liable for any such amount. 3. TIME LIMITATION FOR CLAIMS 3.1 The Warrantor shall not be liable in respect of any Claim unless written notice specifying (in reasonable detail) the matter(s) which gives rise to the Claim, the nature of the claim and (if practicable) the amount claimed in respect thereof is given by or on behalf of the Purchaser to the Warrantor as soon as reasonably practicable after the Purchaser becomes aware of the Claim and in any event by not later than: (a) in the case of a Claim in respect of Covered Taxes, 5:00 p.m. on the date falling seven years after the Completion Date; and (b) in respect of all other Claims hereunder, the date falling three (3) years after the date of this Deed. 3.2 Any Claim notified pursuant to paragraph 3.1 above shall (if not previously satisfied, settled or withdrawn) be deemed to have been withdrawn and shall determine absolutely unless legal proceedings in respect of it have been properly issued and validly served within nine (9) months of such written notice being given to the Warrantor or, in the case of any contingent liability, within nine (9) months after such contingent liability ceases to be contingent and becomes quantifiable. 4. CONTINGENT LIABILITIES The Purchaser agrees that it shall not be entitled to make any Claim (whether for damages or otherwise) unless (i) the Purchaser has given written notice to the Warrantor of the Claim and (ii) where the fact, matter, event or circumstances giving rise to such Claim is remediable and is remedied (at no cost to the Purchaser’s Group or the Group) within thirty (30) days of the date on which written notice of such Claim is served on the Warrantor. 40 5. LOSSES The Warrantor shall not be liable under this Deed in respect of any loss of profit, loss of goodwill, punitive loss or indirect or consequential losses save for those losses that are reasonably foreseeable from a breach of this Deed or payable to a third party. 6. ACTS OF THE PURCHASER The Warrantor shall not be liable in respect of any Claim if and to the extent that matters, facts or circumstances giving rise to the Claim would not have occurred but for: (a) the Purchaser not complying with its obligations under the Transaction Documents; (b) any change in the accounting principles or practices of the Group (including the length of any accounting period for tax purposes) introduced after Completion, except where such change is made to comply with generally accepted accounting principles or in accordance with applicable law or regulation; or (c) any act of the Warrantor undertaken prior to Completion at the written request of the Purchaser. 7. CHANGES IN LAW The Warrantor shall not be liable in respect of any Claim if and to the extent that matters, facts or circumstances giving rise to the Claim would not have occurred but for: (a) any change in law or regulation or in its interpretation or administration by the English courts or of the courts of any country in which a Group Company in incorporated or operates, by a Taxation Authority or by any other fiscal monetary or regulatory authority after the date hereof, and in any event not in force at the date of this Deed; or (b) any increase in the rates of taxation made after the date hereof. 8. MITIGATION OF LOSSES Nothing in this Schedule 2 will in any way restrict or limit the Purchaser’s common law duty to mitigate its loss in relation to any Claim. 9. FRAUD None of the limitations contained in this Schedule 2 shall apply to any Claim which arises or is increased, or to the extent to which it arises or is increased, as the consequence of or which is delayed as a result of, fraud or fraudulent misrepresentation by the Warrantor. 10. ADEQUACY OF RESERVES Notwithstanding anything to the contrary in this Deed, any other Transaction Document or any other agreement, document or instrument delivered or to be delivered in connection herewith or therewith, the Purchaser acknowledges and agrees that the Warrantor makes no representations or warranties with respect to, and nothing contained in this Deed or any other Transaction Documents is intended or shall be construed to be a representation or warranty, express or implied, of the Warrantor or any other person, for any purposes of this Deed or any other Transaction Documents, 41 in respect of the adequacy or sufficiency of reserves in respect of insurance policies of any Group Company. 42 SCHEDULE 3 GROUP INFORMATION
43 44 45 46
Assured Guaranty Enters Annuity Reinsurance Market Launches Assured Life Reinsurance Ltd. Hamilton, Bermuda – January 21, 2026 – Assured Guaranty Ltd. (AGL and, together with its subsidiaries, Assured Guaranty), the leading financial guarantor, today announced its entry into the annuity reinsurance market through the acquisition of Warwick Re Limited (Warwick Re), a Bermuda-based life and annuity reinsurer. Assured Guaranty has renamed the acquired entity Assured Life Reinsurance Ltd. (Assured Life Re). Assured Life Re will focus on reinsuring fixed-term annuities and pension risk transfer annuities, leveraging Assured Guaranty’s established expertise in life reinsurance and its asset management capabilities. Assured Guaranty expects that, for certain of Assured Life Re’s reinsurance exposure, Assured Life Re’s obligations to the ceding life and annuity insurers will be covered by a guaranty issued by Assured Guaranty Re Overseas Ltd., its AA-rated affiliate, an innovation that enables it to stand out from other life and annuity reinsurers. The acquisition of Warwick Re, which closed on January 21, 2026, was effectuated by a holding company subsidiary of AGL, and included Warwick Re’s balance sheet, infrastructure and staff, as well as its ultimate parent, Warwick Company (UK) Limited (Warwick Holdings), and Warwick Holdings’ subsidiaries. The purchase price was approximately $158 million, subject to post- closing adjustments. Warwick Re specialized in annuity reinsurance, including U.S. multi-year guaranteed annuities (MYGA) and U.K. bulk purchase annuities (pension risk transfers, PRT), which are products Assured Life Re currently plans to reinsure. This acquisition provides Assured Guaranty with an immediate platform for growth in the annuity reinsurance market. “Assured Guaranty has over 40 years of experience as a financial guarantor and more than 20 years serving the life and annuity insurance sector,” said Dominic Frederico, President and CEO of Assured Guaranty. “Our deep understanding of the life and annuity reinsurance space, combined with our disciplined approach to risk management and our other core competencies, positions Assured Life Re to successfully participate in the annuity reinsurance market. We are also pleased to announce that Dan Bevill will serve as President of Assured Life Re,” Frederico added. “Dan has been with Assured Guaranty for over 20 years and brings extensive expertise as a structured finance underwriter and the primary originator of our insured exposure to insurance securitizations, including life insurance capital management transactions. Given his long tenure and proven track record, we have full confidence in his ability to lead this new business line.” Insurance Advisory Partners LLC served as Assured Guaranty’s exclusive financial advisor on the acquisition, and Debevoise & Plimpton LLP and Conyers Dill and Pearman Limited acted as Assured Guaranty’s legal counsel.
Cautionary Statement Regarding Forward-Looking Statements Any forward-looking statements made in this press release, including those regarding growth opportunities for Assured Guaranty, demand for its product, and the strength of Assured Guaranty’s capital position, reflect Assured Guaranty’s current views with respect to future events and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties that may cause actual results to differ materially from those set forth in these statements. These risks and uncertainties include, but are not limited to, the possibility that Assured Guaranty's strategies or strategic transactions do not result in the benefits anticipated or subject Assured Guaranty to negative consequences; the impact of the announcement of Assured Guaranty's strategies on Assured Guaranty and the perception of Assured Guaranty by its investors, regulators, rating agencies, and employees; the failure of Assured Guaranty to successfully integrate acquired businesses; risks related to the expansion into annuity reinsurance and the launching of Assured Life Reinsurance Ltd. ( Assured Life Re); the potential unavailability of future capital resources for Assured Life Re; the possibility that Assured Guaranty Re Overseas Ltd. may not have capacity to support Assured Life Re through guaranties; the possibility that longevity, mortality, lapse, withdrawal or surrender experience in Assured Life Re's annuity reinsurance business is less favorable than the rates used in pricing its reinsurance agreements; the possibility that investments made by Assured Guaranty for its investment portfolio do not result in the benefits anticipated or subject Assured Guaranty to negative consequences, including resulting from asset market price volatility, failure to effectively match assets and liabilities, interest rate sensitivities of assets, and asset downgrades and defaults; the inability of Assured Life Re to reach the scale necessary to support operating expenses; the availability of sufficient liquidity to cover unexpected stress in Assured Life Re's reinsurance portfolio; hedging costs and effectiveness; loss of key personnel; difficulties executing Assured Guaranty's business strategy, including market acceptance of the Assured Life Re platform; market rates of return for business opportunities; and other risks and uncertainties that have not been identified at this time, management's response to these factors, and other risk factors identified in Assured Guaranty's filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which are made as of the date hereof. Assured Guaranty undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. About Assured Guaranty Ltd. Assured Guaranty Ltd. is a publicly traded (NYSE: AGO), Bermuda-based holding company. Through its subsidiaries, Assured Guaranty provides credit enhancement products to the U.S. and non-U.S. public finance, infrastructure and structured finance markets. Assured Guaranty also participates in the asset management business through its ownership interest in Sound Point Capital Management, LP and certain of its investment management affiliates, and in the annuity reinsurance business through Assured Life Reinsurance Ltd. More information on Assured Guaranty Ltd. and its subsidiaries can be found at AssuredGuaranty.com.
Investor Relations: Robert Tucker, +1 212-339-0861 Senior Managing Director, Investor Relations and Corporate Communications rtucker@agltd.com Media: Ashweeta Durani, +1 212-408-6042 Director, Corporate Communications adurani@agltd.com