q2201910q.htm

EXECUTION VERSION ADVERSE DEVELOPMENT COVER AGREEMENT by and between MAIDEN RElNSURANCE LTD. and CAVELLO BAY REINS URANCE LIMITED Effective as of J anuary I, 201 9

ADVERSE DEVELOPJ\•lENT COVER AGREEMENT This ADVERSE DEVELOPMENT COVER AGREEMENT, dated as of Julyll, 2019 and effective as of January I, 2019 (this "Agreement"), is made by and between Maiden Reinsurance Ltd., a Bermuda insurance company ("Maiden Re"), and Cavello Bay Reinsurance Limited, a Bermuda insurance company (the "Retrocessionaire"), Capitalized terms used but not otherwise defined herein have the respective meaning set forth in Section I. I. RECITALS WHEREAS, certain insurance companies owned directly or indirectly by AmTrust Financial Services, Inc., a Delaware corporation ("AmTrust"), (collectively, the "Original Ccdcnts" and each, an "Original Ccdent"), have issued the Rcinsurcd Policies constituting the Underlying Business; WHEREAS, the Original Cedcnts have ceded a quota share portion of the liabilities arising under the Reinsured Policies to AmTrust International Insurance, Ltd. ("All"); WHEREAS, Maiden Re bas entered into the Existing Quota Share Agreement, whereby All ceded and Maiden Re assumed, among other liabilities, the Covered Losses; WHEREAS, Maiden Holdings, Ltd., a Bermuda company ("Maiden"), Maiden Re. and Enstar Group Limited, a Bermuda company ("Enstar"), entered into a Master Agreement on March I, 2019 (the " Master Agreement") pursuant to which the parties agreed to enter into this Agreement on the Closing Date; WHEREAS, pursuant to this Agreement, Maiden Re will retrocede, and the Retrocessionaire will assume, one hundred percent (100%) of the liability of Maiden Re, as reinsurer, for Covered Losses under the Existing Quota Share Agreement in excess of the Retention and up to the Aggregate Limit, subject to the terms and conditions hereof; WHEREAS, as of the date hereof All and Maiden Re have entered into that certain Post-Termination Endorsement No. I ("Post-Termination Endorsement No. I") to the Existing Quota Share Agreement pursuant to wh ich, among other things, All shall be responsible, and the Maiden Re sha ll not indemnify All, for certain losses that would otherwise be recoverable from Maiden Re thereunder; WHEREAS, one of the Original Ccdents, Technology Insurance Company, Inc. ("Technology"), is will ing to release certain funds held in a trust account for the benefit of the Original Cedents, to the Retrocessionaire to fund the Retrocession Premium hereunder in exchange for the Retrocessionaire posting alternative collateral related to the Subject Business; WHEREAS, such alternative collateral will be posted pursuant to a Master Collateral Agreement entered into on the date hereof by and among Maiden Re, the Retrocessionaire, All and Technology (the "Master Collateral Agreement"); and

WHEREAS, pursuant to the Master Collateral Agreement, the Retrocessionaire will establish certain collateral on behalf of Maiden Re for the benefit of Technology in suppo11 of the Covered Losses reinsured under th is Agreement. NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in th is Agreement, Maiden Re and the Retrocessionaire (each individually, a "Pa1ty" and collectively, the "Pa1tics") hereby agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. For purposes of this Agreement, the following terms shall have the respective meanings set forth below: "Administrative Triggering Event" means the occurrence of any of the following events: (i) the appointment of a conservator, liquidator, receiver or statutory successor of Maiden Re; (i i) the direct or indirect acquisition by any Person or group of Persons acting in concert of 50% or more of the outstanding common shares of Maiden or Maiden Re other than Barry D. Zyskind, George Karfunkel or Leah Karfunkel, or their respective Affiliates, acting alone or in conce11 with each other or other Persons; (i ii) the approval by the shareholders of Maiden or Maiden Re of(A) a reorganization, merger or consolidation by reason of which persons were the shareholders of either such company immediately prior to such transaction do not, immediately thereafter, own more than 50% of the combined voting power of the reorganized, merged or consolidated company's then outstanding voting shares, or (B) the sale transfer, lease or other disposition of all or substantially all of the assets of either of such companies, in each case, other than a transaction in which Barry D. Zyskind, George Karfunkel or Leah Karfunkel, or their respective Affiliates, acting alone or in concert with eacb other or other Persons acquire ownership and control of such voting shares or assets; (iv) the direct or indirect acquisition of20% or more of the outstanding common shares or voting power of Maiden or Maiden Re or 20% or more of the assets of either of such companies by a Run-Off Company, except in connection with a transaction in wl1ich Enstar Group Limited (or an Affiliate thereof) acquires ownership and control of common shares or voting shares of Maiden or Maiden Re. A "Run-Off Company" means (i) any Person that derives the majority of its earnings from the run-off of legacy li abilities acquired from or managed for third parties and (ii) the Persons listed as "Run-Off Companies" (or any of their respective Affiliates) in that certain letter delivered by the Retrocessionaire to Maiden Re on the date hereof and in connection with the execution and delivery of this Agreement; 2

(v) the Amount of Collateral posted by the Retrocessionaire under the Master Collateral Agreement either exceeds (Y) $498,000,000 in any calendar qua1ter or (Z) $445,000,000 for a period of three consecutive calendar quarters; or (vi) the Retrocessionaire has paid Maiden Re or any Original Cedent for any Ultimate Net Loss under this Agreement. "Affiliate" means, with respect to any Person, another Person that, directly or indirectly, controls, is controlled by, or is under common control with, such fi rst Person, where "control," including the terms "controll ing," "controlled by" and "under common control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securi ties, by contract or otherwise. "Aggregate Limit" means $600,000,000. "Agreement" has the meaning set forth in the Preamble. "All" has the meaning set forth in the Recitals. "Amount of Collateral" has the meaning set forth in the Master Collateral Agreement. "Am Trust" has the meaning set forth in the Recitals. "Applicable Law" means any domestic or foreign, federal, state or local statute, law, ordinance or code, or any written rule-s or regulations, in each case applicable to any Party, and any Order applicable to any Party. "Books and Records" means originals or copies of all records and all other data and information (in whatever form maintained) in the possession or control of Maiden, Maiden Re or their respective Affiliates to the extent relating to the Underlying Business, including (i) administrati ve records, (i i) claim records, (i ii) policy fi les, (iv) sales records, (v) files and records relating to Applicable Law, (vi) underwriting records and (vii) accounting records, but excluding (a) Tax Returns, (b) files, records, data and information with respect to employees, (c) records, data and information with respect to any employee benefit plan, (d) any materials or other information the disclosure or transfer of which would violate Applicable Law and (e) any internal drafts, opinions, valuations, correspondence or other materials prepared in connection with the negotiation, valuation and consummation of the transactions contemplated by the Master Agreement. "Business Day" means any day other than a Saturday, Sunday or a day on wh ich commercial banks in New York City or Bermuda are required or authorized by law to be closed. 3

"Claims" means any monetary demand, suit, occurrence or loss, actual or alleged, arising out of or in connection with the Reinsured Policies. "Closing Date" has the meaning set forth in the Master Agreement. "Closing Statement" has the meaning set forth in the Master Agreement. "Commutation Agreement" means that certain Commutation and Release Agreement by and between All and Maiden Re entered into on the date hereof. "Commuted Covered Losses" means all losses and related amounts under the Existing Quota Share Agreement that are commuted under the Commutation Agreement, as and when such losses are paid or settled by All or its Affiliates, provided that such losses and other related amounts shall not exceed $312,785,677. "Covered Losses" means those Claims payable by Maiden Re after the Effective T ime under the Existing Quota Share Agreement with respect to the Underlying Business, including all amounts payable in respect of allocated loss adj ustment expenses, excess of policy limit payments and extra contractual obligations, but limited to those Claims incurred (whether or not reported) on or before December 3 1, 2018. For the avoidance of doubt, Covered Losses shall not include (i) any Claims under the Existing Quota Share Agreement incurred afler December 31, 2018, (ii) any Excluded Liabilities and (iii) Other Commuted Covered Losses. "Damages" has the meaning set forth in Section 11.1. "Effective Date" means January I, 2019. "Effective Time" means 12:01 a.m. Eastern time on the Effective Date. "Enstar" has the meaning set forth in the Recitals. "Excluded Liabi lities" has the meaning set forth in Section 2.5(d). "Existing Quota Share Agreement" means that certain Amended and Restated Quota Share Reinsurance Agreement between All and Maiden Re dated as of July 1, 2007, as amended. "Governmental Authority" means any government, political subdivision, cou11, arbitrator, arbitration panel, mediator, mediation panel, board, commission, regulatory or administrative agency or other instrumentality thereof, whether federal, state, provincial, local or foreign and including any regulatory authority which may be partly or wholly autonomous. "Maiden" has the meaning set forth in the Recitals. "Maiden Re" has the meaning set forth in the Preamble. 4

"Master Agreement" has the meaning set forth in the Recitals. "Master Collateral Agreement" has the meaning set forth in the Recitals. "Order" means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority. "Original Cedents" has the meaning set forth in the Recitals. "Other Commuted Covered Losses" means (i) all losses and related amounts paid or settled by Maiden Re with respect to the Commuted Business (as defined in the Commutation Agreement) from January I, 2019 through the date hereof, wh ich shall not exceed $17,895,838 in the aggregate, less (ii) any recoverables under third party reinsurance agreements ( other than this A1:,1Teement) with respect to such losses and related amounts, whether actually collected or not, by or on behalf of Maiden Re and any other recoverie-s actually collected with respect to such losses and related amounts by or on behalf of Maiden Re, in each case, to the extent such recoverables and recoveries are not taken into account in determining the amount described in the foregoing clause (i). "Party" or "Parties" has the meaning set forth in the Recitals. "Person" means an individual, corporation, partnership, joint venture, limited liability company, association, trust. unincorporated organization, Governmental Authority or other entity. "Post-Termination Endorsement No. I" has the meaning set forth in the Recita ls. "Oua1ierly Report" has the meaning set forth in Section 4.2(a). "Recoverables" has the meaning set forth in Section 9.2. "Reinsured Policies" means each "Underlying Reinsurance Agreement" as such term is defined in the Existing Quota Share Agreement. "Representative" means, with respect to any Person, an employee, attorney or consultant of such Person or an Affiliate of such Person. "Retention" means $2,178,535,000. "Retrocession Premium" means $445,000,000. "Retrocession Premium Interest Amount" means the amount resulting from applying the credited interest rate, compounded monthly, of2.64% per annum from January I, 2019 through the Closing Date to the Retrocession Premium. "Retrocessionaire" has the meaning set forth in the Preamble. 5

"Subject Business" means the Underlying Business, but only with respect to liabilities in excess of the Retention and up to the Aggregate Limit. "Tax" means any and all federal, state, foreign or local income, gross receipts, premium, capital stock, franchise, guaranty fund assessment, retaliatory, profits, withholding, social security, unemployment, disability, rea l property, ad valorem/personal property, stamp, excise, occupation, sales, use, transfer, value added, alternative minimum, estimated or other tax, fee, duty, levy, custom, tariff, impost, assessment, obligation or charge of the same or of a similar nature to any of the foregoing, incl uding any interest, penalty or addition thereto. "Tax Return" means any report, e.stimate, extension request, information statement, claim for refund, or return re lating to, or required to be liled in connection with, any Tax, including any schedule or attachment thereto, and any amendment thereof. "Technology" has the meaning set fo rth in the Recitals. "Third Party Reinsurance Agreements" means ceded reinsurance related to the Underlying Business other than the Existing Quota Share Agreement and this Agreement. "Third Party Reinsurance Recoverables" means recoveries under Thi rd Party Reinsurance Agreements with respect to the Underlying Business, whether actually collected or not, by or on behalf of Maiden Re. "Transaction Agreements" means th is Agreement, the Master Agreement, the Existing Quota Share Agreement, the Master Collateral Agreement and any Letters of Credit (as defined in the Master Collateral A1:,rreement). "Transfer Taxes" means any and all sales, use, value added, stamp, documenta1y, filing, recording, transfer, real estate, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, securities transactions, conveyance and notarial Taxes, and similar fees, Taxes and governmental charges (together with any interest, penalty, addition to Tax, and additional amount imposed in respect thereof) arising out of or in connection with the transactions contemplated by the Master Agreement. "Ultimate Net Loss" means (i) Covered Losses actuall y paid by or on behalf of Maiden Re, plus (i i) Commuted Covered Losses paid or settled by A!I or its Affi liates, plus (iii) Other Commuted Covered Losses, less (iv) Recoverables actually collected with respect to Covered Losses by or on behalf of Maiden Re, less (v) Third Party Reinsurance Recoverables with respect to Covered Losses. "Underl ying Business" means "Covered Business" as such tenn is defi ned in the Existing Quota Share Agreement. 6

ARTICLE II REINSURANCE CEDED 2.1 Reinsurance Coverage. Subject to the terms and conditions of this Agreement, effective as of the Effective Time, the Retrocessionaire shall pay, on the terms and subject to the conditions and limitations set fo1th in this Agreement, Maiden Re for Ultimate Net Loss in excess of the Retention up to the Aggregate Limit. For the avoidance of doubt, (i) certain of the reserves ceded to Maiden Re under the Existing Quota Share Agreement are retroceded to the Retrocessionai.re under this Agreement and (ii) in no event shall the Retrocessionaire be required to make aggregate payments under this Agreement in respect of Ultimate Net Loss in excess of the Aggregate Limit. Maiden Re and the Retrocessionaire acknowledge that, pursuant to Post-Tc1mination Endorsement No. I, All shall be responsible, and Maiden Re shall not indemnify All, for all Ultimate Net Loss (as defined in the Existing Quota Share Agreement) amounts within the loss corridor established pursuant to Section I of Post-Tennination Endorsement No. I and that such losses shall not be payable or reinsured by the Retrocessionaire under this A1:,rreement. 2.2 Follow the Fortunes. Except as expressly set fo1ih in Section 2.5, the Retrocessionaire's liability under this Agreement for Covered Losses shall attach simultaneously with that of Maiden Re, and all reinsurance with respect to which the Retrocessionaire shall be liable by virtue of this Agreement shall be su~ject in all respects to the same risks, terms, rates, conditions, interpretations, assessments and good faith waivers and to the same modifications, commutations, alterations and cancellati ons as the respective Existing Quota Share Agreement to which liability under this Agreement attaches. The Retrocessionaire shall, in each and every case to which liability under th is A1:,rreement attaches, follow the fortunes and settlements of Maiden Re, and the Retrocessionaire shall be bound, without limitation, by all payments and settlements entered into by or on behalf of Maiden Re, subject to the terms, conditions and provisions set forth herein. 2.3 Contract Changes. Pursuant to the terms and conditions set forth in this Agreement, the Retrocessionaire shall reinsure any Covered Losses resulting from any changes in the terms or conditions of any Reinsured Po licy or the Ex isting Quota Share Agreement that are required by Applicable Law or any Governmental Authority on or after the Effective Time, or which occur pursuant to Retrocessionaire's consent consistent with Section 10.4. 2.4 Ten-itory. The reinsurance provided under this Agreement sha ll be coextensive with the territory of the Existing Quota Share Agreement. 2.5 Exclusions. Notwithstanding any provision of this Agreement to the contrary, Covered Losses and the reinsurance under this Agreement shall not i.nclude: (a) Any sum paid prior to the Etlective Time in settlement or payment of any obligation arising from any of the Reinsured Policies or the Existing Quota Share Agreement; 7

(b) Any sum paid after the Effective Time in satisfaction of a liability due but unpaid with respect to periods ending prior to the Effective Time, including liabilities for Claims, commissions, asset management fees, brokerage expenses and similar amounts; (c) Unallocated loss adjustment expenses, including overhead and office expenses and salaries, benefits and other expenses not specifically allocated to a Claim made under a Reinsurcd Policy or the Existing Quota Share Agreement; and (d} (i) Any Transfer Taxe,s paid or payable by Maiden Re in connection with the transactions contemplated by this Agreement or the Master Agreement or (ii) any other Taxes imposed on or payable by Maiden Re other than those Taxes that are a liability or obligation of Maiden Re pursuant to the express tem1s of the Existing Quota Share Agreement (collectively, (a)-(d), "Excluded Liabi lities"). ARTICLE Ill REIN SURANCE CONSIDERATION 3.1 Retrocessioa Premium. (a) Maiden Re has prepared and delivered to the Retrocessionaire a Closing Statement in accordance with the Master Agreement setting forth Maiden Re's good faith calculation of the Retrocession Premium and Retrocession Premium Interest Amount. The Retroce,ssion Premium shall be paid to the Retrocessionaire wi thin ten (10} Business Days of the date hereof on behalf of Maiden Re by Technology as provided in the Master Collateral Agreement. The Retrocession Premium Interest Amount shall be paid by Maiden Re by wire transfer of immediately available funds to an account designated in writing by Retrocessionaire on the same date that the Retrocession Premium is paid. The payment in full of Retrocession Premium and Retrocession Premium Interest Amount are conditions precedent to the inception of the obligations of the Retrocessionaire under this Agreement. (b) As additional consideration for the reinsurance provided herein, when calculating the Ultimate Net L-0ss, Maiden Re shall apply for the benefit of the Retrocessionaire, one hundred percent ( I 00%) of (i) any Recoverables actually received or collected with respect to Covered Losses by or on behalf of Maiden Re, All or the Original Ccdents on or after the Effective Time and (ii) Third Party Reinsurance Recoverables with respect to Covered Losses. ARTICLE IV ADMINISTRATION AND CLAIM OVERSIGHT 4.1 Administration. (a) The Underlying Business wi ll continue to be administered by the Original Cedents, All and/or Maiden Re, as applicable. Subject to Section 4.1(b). Maiden Re shall 8

administer or use its commercially reasonable efforts to cause to be administered the Underlying Business (i) in good faith, (ii) in compliance with Applicable Law, (iii) consistent with sound and historic practices consistently applied, and (iv) with no less skill, di ligence and resources as have been applied by Maiden Re prior to the Effective Time. In the event Maiden Re determines to use or caused to be used any th ird party administrator or third party adjuster to administer all or any portion of the Underlying Business, Maiden Re hereby grants to Retrocessionaire or an Affiliate thereof a right of first refusal to administer such business. To the extent that the Retrocessionaire or one of its Affiliates is administering the Underlying Business as contemplated by the immediately preceding sentence or pursuant to Section 4.1 (b). (i) Maiden Re shall not be responsible for the Underlying Business being administered pursuant to the standards contemplated by this Section 4.1 (a) and (i i) the Retrocessionaire shall administer the Underlying Business consistent with the standards contemplated by this Section 4.1 (a). (b) During the duration of this Agreement, and provided that the Retrocessionaire is 1101 in breach of its obligations under th is Agreement or the Master Collateral Agreement (unless such breach has been fully cured): (i) Maiden Re shall consult and cooperate with tl1e Retrocessionaire in good faitl1 regarding all Claims related matters; and (ii) for any Claim involving an expected Ulti mate Net Loss in excess of$250,000, to the extent the Rctrocessionairc's position with respect to such Claim differs from Maiden Re 's position, at the request of the Retrocessionaire, Maiden Re shall promptly forward the Retrocessionaire's written explanation of such differi ng position to All. Notwithstanding the immediately preceding sentence, the Retrocessionaire acknowledges and agrees that the Retrocessionaire's rights as contemplated by this Section 4. Hb} are in no case broader than the respective rights of Maiden Re under the express terms and conditions of the Existing Quota Share Agreement. Maiden Re shall facilitate access by the Retrocessionairc, its Affiliates and their Representatives to all online reporting and monitoring systems used by Maiden Re with respect to the Underlying Business and, to the extent pennitted by All, shall grant the Retrocessionaire direct rights 10 use such systems. (c) Maiden Re hereby irrevocably appoints the Retrocessionaire and each Affiliate thereof designated by the Retrocessionaire, and the Retrocessionaire on behalf of itself and such Affiliates, hereby accepts such appointment, to exercise all authority conferred upon and to pe1form all obligations of Maiden Re under the Existing Quota Share Agreement, in the name of and on behalf of Maiden Re following an Administrative Triggering Event. In order to assist the Retrocessionaire and its designees in the exercise of authority granted and the performance of all obligations imposed under this Section 4. 1( c}. following an Administrative Triggering Event, Maiden Re hereby irrevocably nominates and appoints the Retrocessionai1·e and its designees, in the name of and on behalf of Maiden Re, as its attorney in fact with respect to the rights, duties, privileges and obligations, provided in and contemplated under the Existing Quota Share Agreement, with full power and authority to act in the name, place and stead of Maiden Re wi th respect thereto, including the power, without reservation, to inspect and examine all Books and Records of the Original Cedents and All, as applicable, and take such other and further action as may be necessary or desirable to effect the transactions contemplated by this Agreement, in each case to the extent required or pem1itted by Maiden Re under the Existing 9

Quota Share Agreement. Each Party shall use its commercially reasonable effo1is to cooperate with the other Party as reasonably requested by such other Pa1iy in connection with the transfer from Maiden Re to the Retrocessionaire of the authority and obligations set forth in this Section £1.(£} in accordance with the terms of this Agreement, and take such further actions and execute such further documents and agreements as may be necessary to carry out this Section 4. 1(c). Following an Administrative Triggering Event, and provided that Maiden Re is not in breach of its obligations under this Agreement or the Master Collateral Agreement (unless such breach has been fully cured), the Retrocessionaire shall consult and cooperate with Maiden Re in good faith regarding the Retrocessionaire's exercise of its rights under this Section 4.1 (c). (d) In the event Maiden Re breaches its obligations under this Section 4.1 or unreasonably fails to follow the advice or direction of the Retrocessionaire or its de,signees with respect to the Underlying Business, all Damages resulting from such fai lure shall be excluded from Ultimate Net Loss, provided that no such Damages shall be deducted from the Ultimate Net Loss unless Retrocessionaire has fi rst provided Maiden Re with written notice of its intent to apply such deduction and negotiated with Maiden Re in good faith for thirty (30) days after delivering such notice to try to resolve the matter. Also, nothing herein shall be construed to allow Retrocessionaire such an exclusion from Ultimate Net Loss for any Damages attributable to (i) All disagreeing with or not following Maiden Re's position with respect to any matters under Existing Quota Share Agreement, or (ii) any acts or omissions of a Person who is a director, officer, employee, agent, successor or permitted assign of the Retrocessionaire or any of its Affiliates, Representatives or agents. 4.2 Reports and Settlements. (a) From and after the date hereof, Maiden Re shall deliver to the Retrocessionaire, within thirty (30) calendar days after the end of each calendar quarter, a report (each a "Ouarterl v Repo,t") with respect to the Subject Business, containing the information reasonably required by the Retrocessionaire. The first such Quarterly Report shall be with respect to the period between the Effective Time through the end of the first such calendar qua1ter after the Execution Date. Maiden Re shall provide to the Retrocess ionaire such other periodic accounting and other reports with respect to the Subject Bus iness as the Rerrocessionaire may reasonably require. Maiden Re's obligations to provide information and reports to Retrocessionaire are contingent on Maiden Re receiving a ll necessary information and reports from All and Original Cedents, as applicable. (b) From and atier the date hereof: Maiden Re shall provide to the Retrocessionaire copies of all accounting reports received by Maiden Re from All pursuant to the Existing Quota Share Agreement, within two (2) Business Days of receipt of such reports. All undisputed amounts as shown thereon as due from Maiden Re (but only with respect to Covered Losses reinsured hereunder) shall be settled by the direct payment by the Retrocessionaire to An of such amounts (but only with respect to Covered Losses reinsured hereunder) within the due date specified in the Existing Quota Share Agreement (including in the event of insolvency of Maiden Re); provided however that nothing in this provision shall limit in 10

anyway Maiden Re's ability to dispute amounts shown thereon as due from Maiden Re to All both prior to and after such payment. Notwithstanding anything to the contra1y set forth herein, any payments by the Retrocessionaire to AII of amounts due to Maiden Re under this Agreement shall, to the extent such payments arc received by All, satisfy Retroccssionaire's obligations to pay Maiden Re such amount5. (c) Notwithstanding anything to the contrary in Section 4.1 (b), the Parties agree that Commuted Covered Losses shall count towards the Retention as and when such losses are paid or settled by All or its Affiliales, and lo the extent any Commuted Covered Losses are paid or settled by All or its Affiliates after the Retention has been reached, the Retrocessionaire shall pay the amount of any such Commuted Covered Losses directly to Maiden Re and not AIi. For the avoidance of doubt, Commuted Covered Losses shall not exceed $312,785,677, and all Commuted Covered Lossc.s paid by the Rctrocessionaire shall count towards the Aggregate Limit. ARTICLE V BOOKS AND RECORDS 5. 1 Access to Books and Records. (a) From time to time Maiden Re shall: (i) allow the Rctrocessionaire and its designees, upon reasonable notice and during normal business hours and subject to the rules applicable lo visitors at Maiden Re's offices, generally, the right to examine and make copies, at the Retrocessionaire's expense, of any Books and Records of Maiden Re and (ii) allow the Retrocessionaire and its desi1:,JJ1ees to interview Representatives of Maiden Re, in each case, for any reasonable purpose relating to this Agreement, including the Reinsured Policies and Covered Losses, and in connection with the Rctrocessionaire's preparation of regulatory and statutory fi lings (excluding, for the avoidance of doubt, Tax Returns) and financial statements. Access to Maiden Re's Representatives and Books and Records and other information shall not unreasonably interfere with the business operations of Maiden Re or its Affiliates. (b) Notwithstanding any other provision of this Agreement to the contrary, Maiden Re shall not be obligated to provide such access to any Books and Records or other infom1ation if Maiden Re detennines, in its reasonable j udgment, that doing so would violate Applicable Law or a contract, agreement or obligation of confidentiality owing to a third-party, jeopardize the protection of an attorney-client privilege, or expose Maiden Re to liability for disclosure of sensitive or personal information. ARTICLE VI DURATION AND TERMINA TlO N 6. 1 Duration and Tennination. This Agreement shall commence as of the Effective Time and continue in force until the earlier of the date on which (a) Retrocessionaire 11

has paid aggregate Ultimate Net Losses equal to the Aggregate Lim.it; (b) Maiden Re's liability under all of the Reinsured Policies for Covered Losses is terminated or extinguished and all amounts due to Maiden Re under this Agreement with respect to such Reinsured Policies are paid, or (c) this Agreement is terminated by the mutual written consent of the Parties. In the event this Agreement is terminated in accordance with Section 6. 1(a) or Section 6.1 (b), Maiden shall , in accordance with the Master Coll ateral Agreement, use its best efforts to cause any Leiter of Credit posted by the Retrocessionaire pursuant to the Master Collateral Agreement to be promptly terminated and be returned to the Retrocessionaire for cancellation and all other collateral posted by the Retrocessionaire pursuant to the Master Collateral Agreement to be promptly returned to or payable to the Retrocessionairc in accordance with the Master Collateral Agreement. Also, I 00% of any Recoverables and Third Party Reinsurance Recoverables allocable to the Subject Business that should have been re flected in the calculation of Ultimate Net Loss paid by the Retrocessionaire but were not so reflected as of the termination date of this Agreement shall be payable to the Retroccssionaire when collected. All provisions hereof relating to collection or application of such Recoverables and Third Party Reinsurance Rccovcrables shall survive termination. 6.2 Effect ofTermina tion. Notwithstanding the other provisions of this ARTICLE VI, the terms and conditions of ARTICLE I, ARTICLE VJ and ARTICLE XII shall remain in full fo rce and effect after the termination of this Agreement. ARTICLE VU INSOLVENCY 7. 1 Insolvency of Maiden Re. (a) The Rctroccssionairc hereby agrees that in the event of the insolvency, liquidation or rehabilitation of Maiden Re or the appointment of a conservator, liquidator, receiver or statutory successor of Maiden Re, all amounts due to Maiden Re under this Agreement shall be payable by the Retrocessionaire to Maiden Re or any conservator, liquidator, receiver or statutory successor of Maiden Re on the basis of the c laims allowed against Maiden Re by any court of competent jurisdiction or by any conservator, liquidator, receiver or statutory successor of Maiden Re having authority to allow such claims, without diminution because of that insolvency, liquidation, rehabilitation or appointment, or because the conservator, liquidator, receiver or statutory successor has failed to pay all or a portion of any claims. Payments by the Retrocessionaire as set forth in this Section 7.1 shall be made directly to Maiden Re or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of Maiden Re. Under no circumstances shall the Retrocessionaire's liabi lity hereunder be accelerated or enlarged by the insolvency of Maiden Re. (b) It is agreed and understood, however, that in the event of the insolvency of Maiden Re, the conservator, liquidator, receiver or statutory successor of Maiden Re shall give written notice to the Retrocessionaire of the pendency of a claim against Maiden Re fo r a 12

Covered Loss within a reasonable period of time after such claim is filed in the insolvency, liquidation or rehabilitation proceedings and that during the pendency of such claim the Retrocessionaire may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it may deem available to Maiden Re or its conservator, liquidator, receiver or statutory successor. It is further understood that the expense thus incurred by the Retrocessionaire shall be chargeable, subject to court approval, against Maiden Re as part of the expense of any conservation, liquidation, receivership or similar proceeding to the extent of a proportionate share of the benefit that may accrue to Maiden Re solely as a result of the defense undertaken by the Retrocessionaire. ARTICLE Vlll SECURITY 8.1 Security. T he Retrocessionaire's obligations under this Agreement to Maiden Re shall be secured by the collateral posted under the Master Collateral Agreement. The Retrocessionaire and Maiden Re intend that all such security is intended to satisfy certain of Maiden Re 's corresponding obligations 10 provide security to All or Technology. ARTICLE IX SALVAGE AND SUBROGATION 9. 1 Salvage and Subrogation. The Retrocessionaire shall be subrogated to all rights of Maiden Re against any Person or other entity who may be legally responsible in damages constituting Covered Losses for which the Retrocessionaire shall actually pay, or become liable to pay, on or after the Effective Time {but only to the extent of the amount of payment by the Retrocessionaire). 9.2 Expenses. In determining the amount of salvage or subrogation, there shall first be deducted from any amount recovered the out-of-pocket expenses incurred by Maiden Re in effecting the recovery (including all court, arbitration, mediation or other dispute resolution costs, attorneys' fees and expenses but excluding overhead, salaries and expenses of officers and employees of Maiden Re and similar internal costs), except to tbe extent otherwise paid or reimbursed by tbe Retrocessionaire hereunder. All amounts recovered i11 connection with salvage and subrogation net of expenses pursuant to this Section 9.2 shall be referred to as "Reeoverables." For the avoidance of doubt, Reeoverables shall not include Third Party Reinsurance Recoverables. ERRORS AND OMISSIONS; REGULA TORY MA TIERS; COVENANTS J0 .1 Errors and Omissions. Inadvertent delays, errors or omissions made in connection with this Agreement or any transaction hereunder shall not relieve any Party from any liability which would have attached had such delay, error or omission not occurred, provided 13

that such error or omission is rectified as soon as possible after discovery by an officer of such Party, and provided, further, that the Party making such error or omission or responsible for such delay shall be responsible for any additional liability which attaches as a result. If (a) the failure of any Patty to comply with any provision of this Agreement is unintentional or the result of a misunderstanding or oversight and (b) such failure to comply is promptly rectified after discovery, both Parties shall be restored as closely as possible to the positions they would have occupied if no en-or or oversight had occun-ed. I 0.2 Cooperation. Maiden Re and the Retrocessionaire shall cooperate with each other in order to accomplish the objectives of this Agreement by fw·nishing any additional infonnation and executing and delivering any additional documents and taking such other actions as may be reasonably requested by the other Party to further perfect or evidence the consmnmation of, or otherwise implement, any transaction contemplated by this Agreement or any Transaction Agreement, or to a id in the preparation of any regulatory fi ling or financial statement provided, however, that any such additional documents must be reasonably satisfactory to each of the Pa1iies and not impose upon either Pa1iy any material liability, risk, obligation, loss, cost or expense not contemplated by this Agreement or the Transaction Agreements to which it is a party. 10.3 Regulat01y Matters. (a) If Maiden Re and the Retrocessionaire receives notice of, or otherwise becomes aware of any written inquiry, investigation, examination, audit, proceeding or action by Governmental Authorities relating to the Existing Quota Share Agreement, the Reinsured Policies, the reinsurance provided hereunder or any Transaction Agreement, Maiden Re and the Retrocessionaire, as applicable, shall promptly notify the other Party thereof to the extent pennitted under Applicable Law, whereupon the Parties shall cooperate in good faith to resolve such matter in a mutually satisfactory manner and shall act reasonably in light of the Parties' respective interests in the matter at issue. (b) At all times during the term of this Agreement, each of Maiden Re and the Retrocessionai.re, respectively agrees that it shall hold and maintain all licenses and authorizations required under Applicable Law to perfonn its respective obligations under this Agreement and the Transaction Agreements and shall comply in all material respects with all Applicable Law in connection with its performance of such obligations. I 0.4 Existing Agreements. Maiden Re shall not commute, amend or waive the terms of the Existing Quota Share Agreement or consent to the commutation, amendment or waiver of any Third Party Reinsurance Agreement or Reinsured Policy, as applicable, without the prior written consent of the Retrocessionaire, except (i) as required by Applicable Law, (ii) as requixed by a Governmental Authority, or (iii) in the case of any amendments to the Existing Quota Share Agreement relating solely to the form of collateral provided by Maiden Re for risks that fall below the Retention or above the Aggregate Limit. 14

10.5 Reinsurance of Reinsured Policies. Other than existing inuring reinsurance under the Third Party Reinsurance Agreements, Maiden Re shall not reinsure all or any portion of its risk below the Retention without the Retrocessionaire's consent, and Maiden Re will provide the Retroccssionairc or any Affiliate thereof a right of first refusal with respect to any reinsurance Maiden Re seeks to acquire for all or any portion of its risk above the Aggregate Limi t. ARTICLE XI INDEMNIFICATION 11. 1 The Retrocessionaire's Obligation to lndemnifv. The Retrocessionaire shall indemnify, defend and hold Maiden Re and its Affiliates and each of their respective directors, officers, employees, agents, successors and permitted assigns harmless from and against any and all losses, liabilities, claims, expenses (including reasonable attorneys' fees and expenses) and damages ("Damages") actually incurred by Maiden Re to the extent arising from (a) any breach of the covenants or obligations of the Retrocessionaire contained in th is Agreement or the Master Collateral Agreement and (b) any successful enforcement of this indemnity. Nothing herein shall be construed to require the Retrocessionai.re to indemnify Maiden Re to the extent any Damages are attributable to any acts or omissions of a Person who is a director, officer, employee, agent, successor or permitted assign of Maiden Re or any of its Affiliates, Representatives or agents, unless such Person is acting at the express written direction or written request of the Retrocessionaire ( or any of its Affiliates, Representatives or agents). Damages shall not include punitive, exemplary and consequential damages. 11.2 Maiden Re's Obligation to Indemnify. Maiden Re shall indemnify, defend and hold the Retroeessionaire and its Afliliates and each of their respective di rectors, officers, employees, agents, successors and permitted assigns harmless from and against any and all Damages actually incurred by the Retrocessionaire to the extent arising from (a) any breach of the covenants or obligations of Maiden Re contained in this Agreement or the Master Collateral Agreement, (b) the Excluded Liabilities, and (c) any successful enforcement of this indemnity. Nothing herein shall be construed to require Maiden Re to indemnify the Retroeessionaire to the extent any Damages are attributable to any acts or omissions of a Person who is a director, officer, employee, agent, successor or permitted assign of the Retrocessionaire or any of its Affiliates, Representatives or agents, unless such Person is acting at the express written di rection or written request of Maiden Re ( or any of its Affiliates, Representatives or agents). Damages shall not include punitive, exemplary and consequential damages. ARTICLE XII MISCELLANEOUS PROVISIONS 12.1 Notices. Any notice, request, demand, waiver, consent, approval or other communication required or permitted to be given by any Party hereunder shall be in writing and shall be delivered personally, sent by registered or certified mail , postage prepaid, or sent by a 15

standard overnight courier of national reputation with written confirmation of delivery. Any such notice shall be deemed given when so delivered personally, or if mailed, on the date shown on the receipt therefor, or if sent by overnight courier, on the date shown on the written confirmation of delivery. Such notices shall be given to the following address: If to Maiden Re: Maiden Reinsurance Ltd. Ideation House 94 Pitts Bay Road Pembroke HM08 Bermuda Attention: Denis Butkovic Email: DButkovic@maidenre.com with copies (which shall not constitute notice) to: Locke Lord LLP 20 Church Street, 20th Floor Hartford, CT 06103 Allention: Alan J. Levin Email: alan.levin@lockelord.com If to the Retrocessionaire: Cavello Bay Reinsurance Limited Windsor Place, 3rd Floor 22 Queen Street Hamilton, HMI I Bermuda Attention: Paul J. O'Shea Email: Paul.0Shea@enstargroup.com with copies (which shall not constitute notice) to: Hogan Lovells US LLP 1735 Market Street, Suite 2300 Philadelphia, PA l 9 l 03 Attention: Robert C. Juelke Email: Bob.Juelke@hoganJovells.com Each Party may change its notice provisions on fifteen (15) calendar days' advance notice in writing to the other Party. 16

12.2 Entire Agreement. This Agreement (including the exhibits and schedules hereto), the other Transaction Agreements and any other documents delivered pursuant thereto, constitute the entire agreement among the Parties and their respective Affiliates with respect to the subject matter hereof and supersede all prior negotiations, discussions, writings, agreements and understandings, oral and written, among the Parties wi th respect to the subject matter hereof and thereof. In the event of any connict between this Agreement and the Master Agreement with respect to the subject matter hereof, the provisions of this Agreement shall control. 12.3 Waiver and Amendment. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by an instrument in writing signed by the Parties hereto, or, in the case of a waiver, by the Party waiving compliance. No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or pa1tial exercise thereof preclude any other or further exercise thereof or the exercise of any other such right, power or privilege. The failure of any Party 10 insist on compliance with any obligation contained in this Agreement or 10 exercise any right or remedy hereunder shall not constitute a waiver of any right or remedy contained herein nor stop any Pa1ty from thereafter demanding full and complete compliance nor prevent any Party from exercising such right or remedy in the future. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. 12.4 Successors and Assigns. The rights and obligations of the Partie,s under this Agreement shall not be subject to assignment without the prior written consent of the other Party, and any attempted assignment without the prior written consent of the other Party shall be invalid ab initio and void. The terms of this Agreement shall be binding upon, inure LO the benefit of and be enforceable by and against the successors and permitted assigns of the Parties. Notwithstanding the foregoing, the Retrocessionaire shall have the right to reinsure or otherwise share the losses reinsured hereunder, provided that in no way shall such reinsurance or other sharing of losses lessen or in any way diminish the Rctrocessionairc's obligations to Maiden Re hereunder. 12.5 Headings. The headings and table of contents of this Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. 12.6 Governing Law; Specific Performance. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to such state's princip les of conflict of laws that could compel the application of the laws of another jurisdiction. (b) Notwithstanding any other provision to the contrary herein, each Party acknowledges that the breach of certain obligations may cause irreparable injury and damages, which may be d ifficult to ascertain. Without regard lo paragraph (a) above, each Party immediately sball be entitled to seek inj unctive reliefwitb respect to such breaches by the other Party and without the requirement of posting a bond. This provision shall not in any way limit such other remedies as may be available to any Party at law or in equity. 17

12.7 Service of Suit. (a) In the event of the fai lure of Maiden Re to perform its obligations hereunder, Maiden Re, at the request of the Retrocessionaire, shall submit to the jurisdiction of a court of competent j urisdiction within the United States. Nothing in this Article constitutes or should be understood to constitute a waiver of Ma iden Re's rights to commence an action in any court of competent j urisdiction in the State of New York, to remove an action to a United States District Court for the Southern District of New York. Maiden Re, once the appropriate court is selected, whether such court is the one originally chosen by the Retrocessionaire and accepted by Maiden Re or is determined by removal, transfer, or otherwise, as provided for above, shall comply with all requirements necessary to give said court jurisdiction and, in any suit instituted against Maiden Re upon this Agreement, shall abide by the final decision of such court or of any appellate court in the event of an appeal. (b) Unless Maiden Re designates a different party in writing, service of process in such suit may be made upon CT Corporation System, 28 Liberty Street, New York, New York 10005, which is hereby authorized and directed to accept service of process on behalf of Maiden Re in any such suit. (c) In the event of the fai lure of the Retrocessionaire to perform its obligations hereunder, the Retrocessionaire, at the request of Maiden Re, shall submit to the j urisdiction of a court of competent j urisdiction within the United States. Nothing in this Article constitutes or should be understood to constitute a waiver of the Retrocessionaire's rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or any state in the United States. The Retrocessionaire, once the appropriate court is selected, whether such court is the one originally chosen by Maiden Re and accepted by the Retrocessionaire or is determined by removal, transfer, or otherwise, as provided for above, shall comply with all requirements necessary to give said court j urisdiction and, in any suit instituted against the Retrocessionaire upon this Agreement, shall abide by the final decision of such court or of any appellate court in the event of an appeal. (d) Unless the Retrocessionaire designates a different party in writing, service of process in such suit may be made upon CT Corporation System, 28 Liberty Street, 42nd Floor, New York, NY I 0005, which is hereby authorized and directed to accept service of process on behalf of the Retrocessionaire in any such suit. 12.8 No Third Party Beneficiaries. Except for the Persons indemnified pursuant to Article XI of this Agreement that are not Parties, nothing in this Agreement is intended or shall be construed to give any Person, other than the Parties, any legal or equitable right, remedy or claim under or i.n respect of this Agreement or any provision contained herein. 12.9 Counterparts. This Agreement may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument binding upon all of the Parties 18

notwithstanding the fact that all Parties are not signatory to the original or the same counterpa1t. Each counterpa1t may consist of a number of copies hereof each signed by less than all, but together signed by all of the Parties. Each counterpart may be delivered by facsimi le transmission, which transmission shall be deemed delivery of an orig inally executed document. 12.10 Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that j urisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceabil ity of any of the terms or provisions of this Agreement in any other jurisdiction, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. If any provision of this Agreement is so broad as to be unenforceable, that provision shall be interpreted to be only so broad as is enforceable. In the event of such invalidity or unenforceability of any term or provision of this Agreement, the Parties shall use their commercially reasonable efforts to reform such tem1s or provisions to carry out the commercial intent of the Parties as reflected herein, while curing the circumstance giving rise to the invalidity or unenforceability of such term or provision. 12. 11 Offset. Each Party may offset any amount due to the other Party or any of such other Party' s Affiliates under this Agreement or the Master Collateral Agreement against any amounts owed or alleged to be owed from such other Paity or its Affiliates under this Agreement or the Master Collateral Agreement; provided that no Party may offset any amount due to the other Party hereto or any of such other Party's Affiliates under this Agreement or the Master Collateral Agreement against any amounts owed or alleged to be owed from such other Party or its Affiliates under any other agreement without the written consent of such other Party. 12. 12 Currency. All financial data required to be provided pursuant to the tenns of this Agreement shall be expressed in United States dollars. All payments and all settlements of account between the Parties shall be in United States currency unless otherwise agreed by the Parties. For the purposes of the conversion of payments of Covered Losses, Recoverables and Third Party Reinsurance Recoverables, into United States dollars, the Parties shall use the applicable exchange rate in effect on the date of payment or other date of measurement. 12. I 3 Interpretation. Interpretation of this Agreement shall be governed by the following mies of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) relereaces to the terms Article, Section, paragraph, exfobits and schedules are references to the Articles, Sections, paragraphs, exhibits and schedules to this Agreement unless otherwise specified; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement, including the exhibits and schedules hereto; ( d) references to"$" shall mean United States dollars; (e) the word "including" and words of similar import when used in this Agreement shall mean "including without limitati on," unless otherwise specified; (f) the word "or" shall not be exclusive; (g) except as otherwise provided herein, references to "written" or '\n writing" include in electronic form; (h) the headings contained in 19

this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (i) a reference to any Person includes such Person's successors and permitted assigns; (j) a reference to an agreement or other document includes amendments or restatements of such agreement or other document; (k) any reference to "days" means calendar days unless Business Days are expressly specified; and (I) when calculating the period of time before wh ich, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day. This Agreement shall take precedence over any exhibits or schedules hereto, to the extent of any conflict. 12.14 Conditional Effectiveness. This Agreement is subject to the approval of the Bermuda Monetary Authority. If the Bermuda Monetary fa ils to approve this Agreement within ten (IO) Business Days of the date hereof, this Agreement shall be void and ofno further force or effect. (remainder of page intentionally left blank) 20

.ll\ WITNESS WHEREOF, the Parties hereto have .:auscd tl,is Agrc.:mcni to be exccnt~d by lhdr respective duly authori,:ed officers, all as ol'the da(e first writl.en above. CAVELLO BAY RF.Ll\lSURANCE Lli\IJlgD By: _______ ______ Name: Tille: [Signoture Page lo Advtrse Develop.ir1eu1 Co,·cr Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized officers, all as of the date first written above. MAIDEN RF:INSURANCE LTD. By:. _____________ _ Name: Title: CAVELLO BAY REDISURANCE LIMITED By:J!r&t? N e: Title: [Sign,cure Page lo Adverse Development C:over Agreement)

EXECUTION COPY COMMUTATION AGREEMENT AND RELEASE This Commutation and Release Agreement ("Commutation Agreement") entered into and effective as of July 31, 2019 (the "Eliective Date"), is entered into by AmTrust International Insurance, Ltd (the "Company") and Maiden Reinsurance Ltd., (the "Reinsurer," and, together with the Company, each a "Party" and, collectively, the "Parties"). RECITALS I. The Company and Rei.usurer are patties to the Amended and Restated Quota Share Reinsurance Agreement. as amended (the "AR Quota Share"), which was in effect for the period from July I, 2007 through January I, 2019, by which the Company ceded and the Rei.usurer assumed fo1ty percent (40%) of Affiliate Subject Premium, as defined in the AR Quota Share, and forty percent (40%) of Ultimate Net Loss, as defined in the AR Quota Share, with respect to business classified by the Company as workers' compensation business, among other Covered Business, as defined in the AR Quota Share. 2. The Parties wish to enter into th is Commutation Agreement to provide: (a) for the re assumption by the Company from the Reinsurer of all reserves, including IBNR, ceded by the Company to the Reinsurerwith respect to the Reinsurer' s forty percent (40%) of Ultimate Net Loss related to: (a) all losses incurred in Accident Year 2017 and Accident Year 2018 under California workers' compensation policies issued by the Company's Affiliates, as defined in the AR Quota Share (the "Commuted California Business"); and (b) all losses incurred in Accident Year 2018 under New York workers' compensation policies issued by the Company's Affiliates (the "Commuted New York Business" and, together with the Commuted California Business, the "Commuted Business"), in exchange for the release and full discharge ofReinsurer of all of its obligations to the Company with respect to the Commuted Business. For the avoidance of doubt, the Commuted Business does not include any business (i) classified by the Company as Specialty Program or Specialty Middle-Market business or (ii) issued by a Republic Group company. A "Republic Group company" means any Company Affiliate which also is a direct or indirect subsidiary of Republic Companies, Inc. NOW, THEREFORE, the Parties agree as follows: A . Commutation and Release I. The Company and the Reinsurer agree that their liability to each other solely with respect to the Commuted Business shall be discharged by the Reinsurer's delivery to the Company of cash and invested assets in the amount of$312,785,677 (the "Commutation Pavment"), which is the sum of the net ceded reserves in the amount of $330,68 1,515 with respect to the Commuted Business as of 12.31. 18 less payments [Commutation Agreement and Release]

in the amount of $ 17,895,838 made by the Reinsurer with respect to the Commuted Business from 1. 1.19 through the Effective Date. The Commutation Payment plus interest on that amount at the rate of3.3% per annum from January I, 2019 through the Eflective Date, inclusive of both dates, shall be made by the Reinsurer within live business days of the Effective Date. The Company and the Reinsurer acknowledge that they are patties to a Reinsurer Trust Assets Collateral Agreement dated as of December I, 2008, as amended (the "Collateral Agreement"), pursuant to which the Reinsurer posts collateral for the benefit of the Company and/or it5 Affiliates in order to satisfy Reinsurer's obligation to provide security pursuant to Article XXIII of AR Quota Share. The Company and the Reinsurer agree that it is their intent that the Commutation Payment will be funded on behalf of the Reinsurer by the Company and the Reinsurer jointly directing the trnstee holding the collateral under the Collateral Agreement to release to the Company assets jointly selected by the Company and the Reinsurer with an aggregate fair market value equal to the Collateral Payment. 2. Upon receipt of the Commutation Payment by the Company, the Company and the Reinsurer mutually release and forever discharge each other and their predecessors, successors, parents, assigns, officers, directors, agents, employees, representatives, liquidators, rehabilitators, receivers, shareholders, heirs, executors, administrators and attorneys from any and all past, present and future obligations, adjustments, liability for payment of interest, offsets, actions, causes of action, suits, debts, sum of money, accounts, premium payments, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, liens, rights, costs and expenses (including attorneys' fees and costs actually incurred), claims and demands, liabilities and losses of any nature, kind, character and description whatsoever, whether grounded in law or in equity, in admiralty, in contract, in tort or otherwise (including any claims based on fraud, bad faith or extra-contractual liabilities), all whether known or unknown, repo1ted or unreported, discovered or undiscovered, suspected or unsuspected, vested or contingent that the Company or the Reinsurer, as the case may be, now has, owns or holds or claims to have, own or hold or at any time had, owned or held, or claimed to have had, owned or held, arising of conduct or matters occurring prior to, at or subsequent to the execution of this Commutation Agreement against the Company or the Reinsurer, as the case may be, to the extent arising from, based upon or in any way related to the Commuted Business, it being the intention of the Parties that this release operate as a foll and final settlement of each of the Company's and the Reinsurer's past, current and future liabilities to the other to the extent arising out of or in connection with the Commuted Business and obligations arising under or related to the Commuted Business. B. Amendment of AR Quota Share. 2

The Company and the Reinsurer agree that as of the Effective Date, the AR Quota Share shall be deemed amended as applicable so that the Commuted Business is no longer included as patt of the Covered Business thereunder. This Commutation Amendment is limited by its terms and does not and shall not serve 10 amend or waive any other provision oftbe AR Quota Share Agreement. C. Independent Investigation; Special \1/aiver I. The Parties acknowledge that they have each entered into this Commutation Agreement in reliance on their own independent investigation and analysis of the facts underlying their participation in the AR Quota Share, and that no representations, warranties or promises of any kind have been made, directly or indirectly, to induce them to execute this Commutation Agreement other than those which are expressly set forth herein. Nevertheless, the Parties acknowledge that they may later discover facts different from or in addition to those now known or believed to be known regarding their participation in AR Quota Share and agree that this Commutation Agreement shall remain in force notwithstanding the existence of or belief regarding any different or additional facts. 2. The Parties explici tly agree that a ll rights under Section 1542 of the California Civil Code or any similar provisions of law are hereby expressly waived. Section 1542 of the California Civil Code provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHJCH IF KNOWN BY HIM OR HER MUST HA VE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WTTH THE DEBTOR. D. Representations and \Varra ntics l . Each Party hereto represents and warrants to the other Party that: (a) it is a company in good standing in its jurisdiction of domicile; (b) it is fully authorized to execute and deliver this Commutation Agreement; (c) this Commutation Agreement is enforceable against each of the Parties in accordance with its terms subject to applicable bankruptcy, reorganization, insolvency, or other similar laws affecting creditors' rights generally from time to time in effect, and to general principles of equity; (d) the person or persons executing this Commutation Agreement on its behalf has the power, legal capacity and is fully authorized to do so; 3

(e) there are no pending conditions, agreements, transactions or negotiations to which it is a party or are likely to be made a party that would render this Commutation Agreement or any pan thereof, void, voidable or unenforceable no authorization, consent, or approval of any person or entity, governmental or otherwise, is required to make this Commutation Agreement valid and enforceable; and (t) no claim or loss being paid or settled by this Commutation Agreement has been previously assigned, sold and/or transferred to any other entity. E. Further Assurances The Parties agree to execute promptly any and all supplemental agreements, releases, affidavits, waivers and all other documents of any nature or kind which the other Party may reasonable require in order to implement the provisions or objectives of this Commutation Agreement. F. Miscellaneous I. All notices, requests and other communications to any Party hereunder shall be in writing (including email transmission) and shall be given: (a) ifto the Company: AmTrust International Insurance, Ltd. 7 Reid Street, Suite 400 HM 11 Hamilton, Bennuda Attention: Chris Souter Telephone: (4 41 ) 444-4806 E-mail: chris.souler@amtrustgroup.com with a copy to: AmTrust Financial Services, Inc. 59 Maiden Lane, 43rd Floor New York, New York 10038 Attention: Stephen Ungar Telephone: (646) 458-7913 Emai l: steve.ungar@amtrustgroup.com (b) if to the Reinsurer: Maiden Reinsurance Ltd. Ideation House 4

94 Pitts Bay Road Pembroke HM 08 Bermuda Attention: Patrick J. Haveron Lawrence F. Metz Telephone: (441) 298-4902 E-mail: PHaveron@maiden.bm LMetz@maidenre.com or such other address as such Party may hereafter specify for the purpose by noti ce to the other Parties hereto. All such notices, requests and other communications shall be deemed received immediately ifreceived via email or, otherwise, on the date ofreceipt by the recipient thereof if received prior to 5:00 p.m. on a business day in the place of receipt. Otherwise, any such notice, request or communication other than email shall be deemed to have been received on the next succeeding business day in the place of receipt. 2. This Commutation Agreement contains the entire agreement of the Parties with respect to the subject matter of this Commutation Agreement, and supersedes all other prior agreements, understandings, statements, representations and warranties, oral or written, express or implied, between the Parties and their respective affiliates, representatives and agents in respect of the subject matter hereof and thereof 3. This Commutation Agreement and any dispute arising hereunder shall be governed i n all respects by the laws of New York, without giving effect to New York principles or rules of conflict of laws to the extent such principles or m ies would require or pennit the application of the Jaws of another j urisdiction. Each party also hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts ofNew York for any actions, suits or proceedings arising out of or relating 10 this Comm u I at i on Agreement and the transactions contemplated hereby, and each pa1ty agrees not to commence any action, suit or proceeding relating thereto except in such courts. Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of th is Commutation Agreement or the transactions contemplated hereby in the courts of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. This Commutation Agreement may be executed in multiple counterparts, each of which, when so executed and delivered, shall be an original, 5

bul such counterparts shall together constitute one and the same instrument and Commutation Agreement. 4. This Commutation Agreement shall be binding upon and shall inure solely to the benefit of the Parties hereto and their respective successors, assigns, receivers, liquidators, rehabilitators, conservators and supervisors, it not being the intent of the Parties to create any third pa1ty beneficiaries, except as specifically provided in Article I, provided that this Commutation Agreement and the obligations of the Parties shall not be assigned by any Party hereto without the prior written consent of the other Parties. 5. This Commutation Agreement may not be changed, altered or modified unless the same shall be in writing executed by the each of the Parties. 6. No consent or waiver, express or implied, by any Party to or of any breach or default by any of the other Parties in the performance by such other Pa1ty of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of obligations hereunder by such other Party hereunder. Failure on the part of any Party to complain of any act or failure to act of any other Party or to declare any other Party in default, irrespective of how long such failure continues, shall not constitute a waiver by such first Party of any of its rights hereunder. The rights and remedies provided are cumulative and are not exclusive of any rights or remedies that any Party may otherwise have at law or equity. 7. In consideration of the mutual covenants and agreements contained herein, each Patty hereto does hereby agree that this Commutation Agreement, and each and every provision hereof, is and shall be enforceable by and between them according to its terms, and each Party does hereby agree that it shall not, directly or indirectly, contest the validity or enforceability hereof. 8. All expenses incurred in connection with this Commutation Agreement, including fees and disbursements of legal, actuarial, accounting and other advisors shall be paid by the Party incurring such expenses. 9. If any provision of this Commutation Agreement is held to be void or unenforceable, in whole or in part, (a) such holding shall not affect the validity and enforceability of the remainder of this Commutation Agreement, including any other provision, paragraph or subparagraph, and (b) the Parties agree to attempt in good faith to refonn such void or unenforceable provision lo the extent necessary to render such provision enforceable and to carry out its original intent. I0 . This Commutation Agreement may be executed by the Parties hereto in any number of counterparts, and by each of the Parties hereto in separate countcrpa1ts, each of 6

which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. [Signature Page to Follow] 7

EXECUTION COPY IN WITNESS WHEREOF, the Parties hereto have caused this Commutation Agreement to be executed by their duly authorized representatives. AMTRUST INTERNATIONAL INSURANCE, LTD By:. _____________ _ Stephen Ungar Secmary { MAIDEN REJNSURANCE LTD. By. ~ ~ President [Commutation Agreement and Release] 71513863v.8

EXECUTION COPY IN WITNESS WHEREOF, the Parties hereto have caused this Commutation Agreement to be executed by their duly authorized representatives. AMTRUST INTERNATIONAL INSURANCE, LTD ., ~4fv/Wphenl}ngar Secretary MAIDEN REINSURANCE LTD. By:. _______________ Patrick J. Haveron President [Conunutation Agreement and Release] 7 I 5 I 3863v.8

Schedule A 6t~u~ BANK ACCQUlil NUMBER NAME NAME P 01652 JPMORGAN AMTRUST INTERNATIONAL & TECHNOLOGY INSURANCE COMPANY - SEGREGATED 258612000 USBANK. AMTRUST INTERNATIONAL INSURANCE, LTD. fbo AMTRUST INTERNATIONAL UNDERWRITERS DAC 261939000 US BANK AMTRUST INTERNATIONAL INSURANCE, LTD. fbo AMTRUST EUROPE LIMITED Updated Schedule A as of the version date, herby approved: - RBrNSURBR COMPANY Maiden ll\~ce 1rtd£ \ Am.Trust International Insurance, Ltd. By: ~ 7~ By: .l4n,dy Name: Michael Tait Name: Chris Souter Tide: CFO Title: CFO Schedule A Version 05.23.2019

EXECUTION VERSION MASTER COLLATERAL AGREEMENT This MASTER COLLATERAL AGREEMENT, dated as of July l_!, 2019 (this "Aereement"), is made by and among Maiden Reinsurance Ltd., a Bermuda insurance company ("Maiden Re"), Cavello Bay Reinsurance Limited, a Bermuda insurance company (the "Retrocessionaire"), AmTrust Financial Services, Inc., a Delaware corporation ("AFSI"}, AmTrust International Insurance, Ltd., a Bermuda insurance company ("All"}, and Technology Insurance Company, Inc., a Delaware insurance company ("Technology"). Capitalized terms used but not otherwise defined herein have the respecti ve meaning set fo rth in Section 1.1. RECITALS WHEREAS, certain insurance companies owned directly or indirectly by AFSJ (co llectively, the "Original Cedents" and each, an "Original Cedent"), have issued the Reinsured Pol icies constituting the Underl ying Business; WHEREAS, the Original Cedents have ceded a quota share portion of the liabilities arising under the Reinsured Pol icies to All; WHEREAS, Maiden Re has entered into the Existing Quota Share Agreement, whereby All ceded and Maiden Re assumed, among other liabi li ties, the Covered Losses; WHEREAS, Maiden Holdings, Ltd., a Bermuda company, Maiden Re, and Enstar Group Limited, a Bermuda company, entered in to a Master Agreement on March I, 2019 (the "Master Agreement") pursuant to which the parties agreed to enter into the ADC Agreement; WHEREAS, pursuant to the ADC Agreement, Maiden Re wi ll retrocede, and the Retrocessionaire will assume, one hundred percent (100%) of the liability of Maiden Re, as reinsurer, for Covered Losses under the Existing Quota Share Agreement in excess of the Retention and up to the Aggregate Limit, subject to the terms and conditions set forth in the ADC Agreement; WHEREAS, AEL has entered into a trust agreement effective as of May I, 2019 with AIi pursuant to which AIi maintains thereunder assets solely related to that certain Reinsurance Agreement, effective as of July 31, 2007, by and between AEL and All in a trust account (the "AEL U.S. Trust Account") for the benefit of AEL; WHEREAS, AIU has entered into a trust agreement effective as of May I, 2019 with All pursuant to wh ich All maintains thereunder assets solely related to that certain Quota Share Reinsurance Agreement, effective as of May I, 2007, by and between AIU and All in a trust account (the "AIU Trust Account") for the benefit of AIU; WHEREAS, Technology has entered into a trust agreement effective as of Apri l 23, 2008, as amended, with All pursuant to which All maintains thereunder assets solely related to that certain Reinsurance Agreement effective as of September 7, 2007 by and between Technology and All and that certain Reinsurance Agreement effective as of October I, 2017 by and between Technology and All (which is the successor to that certain Reinsurance Agreement \ PH . IX3029.'000IS3 . fl 1926 v29

effective as of September 7, 2007), in a trust account (the "Techuologv Trust Account") for the benefit of Technology; WHEREAS, Maiden Re may be required to establish the Company Trust Account to hold assets solely related to the Existing Quota Share Agreement for the benefit of AIi; WHEREAS, pursuant to that certain Reinsurer Trust Assets Collateral Agreement, effective as of December I, 2008, as amended, by and between Maiden Re and All (the "Reinsurer Trust Assets Collateral Agreement"), Maiden Re has pledged its interests in the AEL U.S. Trust Account, the AIU Trnst Account and the Technology Trust Account to secure its obligations under the Existing Quota Share Agreement to post collateral to such accounts on behalf of All; WHEREAS, as contemplated by the ADC Agreement, Technology is will ing to release certain funds held in the Technology Trust Accounl fo r the benefit of the Original Cedents, to the Retrocessionaire to fund, on behalf of Maiden Re, the Retrocession Premium payable under the ADC Agreement in exchange for the Retrocessionaire posting alternative collateral, all upon the terms and subject to the conditions more fully set forth in this Agreement. NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in th is Agreement, the parties hereto (each individually, a ".El!!:!Y" and collectively, the "Parties") hereby agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. For purposes of this Agreement, the following terms shall have the respective meanings set forth below. "ADC Agreement" means that Adverse Development Cover Agreement entered into as of the date hereof and effective as of January I, 2019 by and between Maiden Re and the Rerrocessionaire. "Adjusted Required Balance" means the All Adj usted Required Balance or the Technology Adj usted Required Balance, as the context requires. "AEL" means AmTrnst Europe Limited, an insurance company registered in England and Wales. "AEL Applicable Reserves" means (i) the Subject Reserves, multiplied by (ii) the Reserve Ratio of AEL. "AEL Required Balance" means an amount equal to the AEL Applicable Reserves as of the date of determination. 2 \ PH . IX3029.'000IS3 . fl 1926 v29

"AEL U.S. Trust Account" has the meaning set fo1ih in the Recitals. "Afliliate" means, with respect to any Person, another Person that, directly or indirectly, controls, is controlled by, or is under common control with, such first Person, where "control," including the terms "controlling," "controlled by" and "under common control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. "AFSI" has the meaning set fo1ih in the Preamble. "A!!gregate Limit" means $600,000,000. "Aggregate Required Balance" means the sum of (i) tl1e All Adj usted Required Balance and (ii) the Technology Adjusted Required Balance. "AL'feement" has the meaning set forth in the Preamble. "All" has the meaning set forth in the Preamble. "All Adjusted Required Balance" means the All Required Balance, provided, however, that if, but for this proviso, the Aggregate Required Balance would exceed the Remaining Aggregate Limit, then the "All Adjusted Required Balance" shall mean the sum of (a) (i) the Remaining Aggregate Limit multiplied by (ii) the Reserve Ratio of AEL and (b) (i) the Remaining Aggregate Limit multiplied by (ii) the Reserve Ratio of AIU. "All Applicable Reserves" means the sum of (a) the AEL Applicable Reserve-s and (b) the AIU Applicable Reserves. "All Required Balance" means the sum of the AEL Required Balance and the AIU Required Balance as of the date of determination. "AIU" means AmT rust International Underwriters DAC, an insurance company registered in Ireland ("AIU"). "AIU Applicable Reserves" means (i) the Subject Reserves, multiplied by (ii) the Reserve Ratio of AIU. "AIU Required Balance" means an amount equal to the AIU Applicable Reserves as of the date of determination. "AIU Trust Account" has the meaning set forth in the Recitals. "Amount of Collateral" bas the meaning set forth in Section 5.3(b). "AmTrust Pa11ies" means AFSI, All and Technology. 3 \ PH . IX3029.'000IS3 . fl 1926 v29

"Applicable Law" means any domestic or foreign, federal, state or local statute, law, ordinance or code, or any written rules or regulations, in each case applicable to any Pa1ty, and any Order applicable to any Party. "Applicable Reserves" means the All Applicable Reserves or the Technology Applicable Reserves, as the context requires. "Business Day" means any day other than a Saturday, Sunday or a day on wh ich commercial banks in New York City or Bermuda are required or authorized by law to be closed. "Claims" means any moneta1y demand, suit, occurrence or loss, actual or alleged, arising out of or in connection with the Reinsured Policies. "Collateral" has the meaning set forth in Section 5. Hb). "Commutation Agreement" means that certain Commutation and Release Agreement by and between All and Maiden Re entered into on the date hereof. "Commuted Covered Losses" means all losses and related amounts under the Existing Quota Share Agreement that are commuted under the Commutation Agreement, as and when such losses are paid or settled by All or its Affiliates, provided that such losses and other related amounts shall not exceed $312,785,677. "Commuted Reserves" means the aggregate amount of gross reserves of All allocable to losses and related amounts under the Existing Quota Share Agreement that are commuted under the Commutation Agreement, less Third Party Reinsurance Recoverables allocable to such losses and related amounts, in each case calculated in accordance with GAAP, provided that such aggregate amount shall not exceed $312,785,677. "Company Trust Account" has the meaning set fo rth in Post-Termination Endorsement No. I. "Covered Losses" means those Claims payable by Maiden Re after the Effective Time under the Existing Quota Share Agreement with respect to the Underlying Business, including all amounts payable in respect of allocated loss adjustment expenses, excess of policy lim it payments and extra contractual obligations, but limited to those Claims incurred (whether or not reported) on or before December 31, 2018. For the avoidance of doubt, Covered Losses shall not include (i) any Claims under the Existing Quota Share Agreement incurred after December 31, 2018, and (ii) any Excluded Liabilities. "Disputed Item" bas the meaning set forth in Section 5.4(e). "Effective Date" means Janua1y 1, 2019. "Effective T ime" means 12:01 a.m. Eastern time on the Effective Date. "Excess Funding Requirement" has the meaning set forth in Post-Termination Endorsement No. I. 4 \ PH . IX3029.'000IS3 . fl 1926 v29

"Excluded Liabilities" has the meaning set forth in Section 2.S(d) of the ADC Agreement. "Existing Quota Share Agreement" means that certain Amended and Restated Quota Share Reinsurance Agreement between All and Maiden Re dated as of July 1, 2007, as amended, including, without limitation, by Post-Termination Endorsement No. 1. "Existing Trust Accounts" means, collectively, the AEL U.S. Trust Account, the AIU Trnst Account, the Technology T rust Account and the Company Trnst Account. "Funding Statement" has the meaning set fo1th in Section 5.4(a). "GAAP" means U.S. generally accepted accounting principles, consistently applied. "Governmental Authority" means any government, political subdivision, couit, arbitrator, arbitration panel, mediator, mediation panel, board, commission, re1,'lllatory or administrative agency or other instrumentality thereof, whether federal, state, provincial, local or foreign and including any regulatory authority which may be partly or wholly autonomous. "Independent Actuary" has the meaning set forth in Section 5.4(e}. "Letters of Credit" means letters of credit posted by the Retrocessionaire in accordance with the terms of this Agreement, and in a form and type, and from an NAIC approvcd institution, customarily accepted in reinsurance transactions and including all terms required by Applicable Law. "Maiden Re" has the meaning set forth in the Preamble. "Master Agreement" has the meaning set forth in the Recitals. "Material Difference" has the meaning set forth in Section 5.4(e}. "NAIC" means the National Association of Insurance Commissioners. "Order" means any order, wril, judgmenl, injunction, decree, stipulation, detennination or award entered by or with any Governmental Authority. "Original Cedenls" has the meaning set forth in the Recitals. "Other Commuted Covered Losses" has the meaning set forth in the ADC Agreement. "Party" or "Parties" has the meaning set forth in the Recitals. 5 \ PH . IX3029.'000IS3 . fl 1926 v29

"Person" means an individual, corporation, partnership, joint ventw·e, limited liability company, association, trust, unincorporated organization, Governmental Authority or other entity. "Post-Termination Endorsement No. I" means the Post-Termination Endorsement No. I to the Existing Quota Share Agreement effective July _ , 2019. "Recoverables" has the meaning set forth in Section 9.2 of the ADC Agreement. "Reinsured Policies" means, collectively, each "Underlying Reinsurance Agreement" as such term is defined in the Existing Quota Share Agreement. "Reinsurer Trust Assets Collateral Al!reement" has the meaning set forth in the Recitals. "Remaining Aggregate Limit" means, as of any given date, an amount equal to the Aggregate Limit minus the Ultimate Net Loss paid by the Retrocessionaire under this Agreement or the ADC Agreement (without duplication) on or prior to such date, which cannot be less than zero. "Representative" means, with respect to any Person, an employee, attorney or consultant of such Person or an Affiliate of such Person. "Reserve Ratio" means, with respect to each of AEL, AIU and Technology, (i) the aggregate amount of gross reserves of AEL, AIU and Technology, respectively, allocable to the Underlying Business (but only with respect to liabilities incurred on or prior to December 31, 2018) ceded by each of AEL, AIU and Technology under the Existing Quota Share Agreement as of the date of determination, less Third Party Reinsurance Recoverables allocable to such Underlying Business, divided by (ii) the aggregate amount of gross reserves of AEL, AIU and Technology allocable to the Underlying Business (but only with respect to liabilitie-s incurred on or prior to December 31, 2018} ceded by AEL, AIU and Technology under the Ex isting Quota Share Agreement as of the date of determination, less Third Party Reinsurance Recoverables allocable to such Underlying Business, in each case, calculated in accordance wi th GAAP. "Retention" means $2,178,535,000. "Retrocession Premium" means $445,000.000. "Retrocessionaire" has the meaning set fo1ih in the Preamble. "Subject Reserves" means the aggregate amount of gross reserves of AII allocable to the Covered Losses ceded by AEL, All and Technology under the Existing Quota Share Agreement, less Third Party Reinsurance Recoverables allocable to such Covered Losses, plus Commuted Reserves, in each case, calculated in accordance with GAAP, in excess of the Retention and up to the Aggregate Limit. For the avoidance of doubt, pursuant to Post Termination Endorsemeot No. J, All shall be responsible, and Maiden Re shall not indemnify 6 \ PH . IX3029.'000IS3 . fl 1926 v29

All, for all Ultimate Net Loss (as defined in the Existing Quota Share Agreement) amounts within the loss corridor established pursuant to Section I of Post-Termination Endorsement No. I and reserve,s allocable to such losses shall not be ceded under the Existing Quota Share Agreement or rcinstu"ed under the ADC Agreement. "Tax" means any and all federal, state, foreign or local income, gross receipts, premium, capital stock, franchise, guaranty fund assessment, retaliatory, profits, withholding, social security, unemployment, disability, real property, ad valorem/personal property, stamp, excise, occupation, sales, use, transfer, value added, alternative minimum, estimated or other tax, fee, duty, levy, custom, tariff, impost, assessment, obligation or charge of the same or ofa similar nature to any of the foregoing, including any interest, penalty or addition thereto. "Tax Return" means any report, estimate, extension request, infonnation statement, claim for refund, or return relating to, or required to be fi led in connection with, any Tax, including any schedule or attachment thereto, and any amendment thereof. "Technology" has the meaning set forth in the Preamble. "Technology Adjusted Required Balance" means the Technology Required Balance, provided, however, that if, but for this proviso, the Aggregate Required Balance would exceed the Remaining Aggregate Limit, then the "Technology Adj usted Required Balance" shall mean (i) the Remaining Aggregate Limit mu ltiplied by (ii) the Reserve Ratio of Technology. "Technology Applicable Reserves" means (i) the Subject Reserves, multiplied by (i i) the Reserve Ratio of Technology. "Technology Required Balance" means an amount equal to the Technology Applicable Re.serves as of the date of determination. "Technolo!!y Trust Account" has the meaning set forth in the Recitals. "Third Pa1ty Reinsurance Agreements" means ceded reinsurance related to the Underlying Business other than the Existing Quota Share Agreement and the ADC Agreement. "Third Pa1ty Reinsurance Recoverables" means recoveries under Third Pa1ty Reinsurance Agreements with respect to the Underlying Business, whether actually collected or not, by or on behalf of Maiden Re or, to the extent that such Third Party Reinsurance Agreements inure to the benefit of the Existing Quota Share Agreement, AEL, AIU, All or the Original Cedents. "Transaction Agreements" means th is Agreement, the Master Agreement, ADC Agreement, the Existing Quota Share Agreement and the Letters of Credit. "Ultimate Net Loss" means (i) Covered Losses actually paid by or on behalf of Maiden Re, plus (i i) Commuted Covered Losses paid or settled by A!I or its Affi liates, plus (iii) Other Commuted Covered Losses, less (iv) Recoverables actually collected with respect to 7 \ PH . IX3029.'000IS3 . fl 1926 v29

Covered Losses by or on behalf of Maiden Re, less (v) Third Party Reinsurance Recoverables with respect to Covered Losses. "Underl ving All Reinsurance Agreements" means, collectively, that certain Reinsurance Agreement effective as of Ju ly 31, 2007 by and between AEL and All, that certain Quota Share Reinsurance Agreement effective as of May 1, 2007 by and between AIU and All and the Underlying All-Technology Reinsurance Agreement. "Underlying AIi -Technology Reinsurance Agreement'' means that certain Reinsurance Agreement effective as of October I, 2017 by and between Technology and All. "Underlying Business" means, collectively, "Covered Business" as such term is defined in the Existing Quota Share Agreement. ARTICLEU ADMINISTRATION AND REPORTS 2.1 Administration. The Underlying Business will continue to be administered by the Original Cedents. 2.2 Rcpo1is. Each of All and Technology shall, and shall cause each Original Cedcnt to, provide to the Retrocessionaire copies of all accounting and other reports due to Maiden Re in accordance with the Ex isting Quota Share Agreement. In addition, All shall provide Maiden Re and the Retrocessionaire all information they reasonably request with respect to the payment of Commuted Covered Losses. Upon recei pt of notice from Maiden Re ofan Administrative Triggering Event, as defined in the ADC Agreement, each of All and Technology shall grant the Rctrocessionairc, its Affiliates and their Representative access and rights to use all onlinc reporting and monitoring systems used by Maiden Re with respect to the Underlying Business and the Commuted Covered Losses. ARTICLE Ill [RESERVED) ARTICLE IV DURATION AND TERMTNATIO N 4.1 Duration and Termination. (a) This Agreement shall commence as of the date hereof and continue in force until the termination of the ADC Agreement and the earlier of the date on wh ich (i) Retroce.ssionaire has paid aggregate Ultimate Net Losses equal to the Aggregate Limit; and (ii) 8 \ PH . IX3029.'000IS3 . fl 1926 v29

Maiden Re's liability under all of the Reinsured Policies for Covered Losses is terminated or extinguished. (b) Provided that, as of the date of termination of the ADC Agreement, one hundred (100%) percent of the applicable reinsurer's obligations under the Existing Quota Share Agreement (without giving effect to any Excess Funding Requirement) and Underlying All Reinsurance Agreements arc secured by assets in the Existing Trust Accounts or otherwise (exclus ive of any Collateral posted by the Retrocessionaire hereunder), each Letter of Credit shall immediately terminate and be returned to the Retrocessionaire for cancellation and all other Collateral posted by the Retrocessionaire pursuant to this Agreement shall be immediately returned to or payable to the Retrocessionaire by AIi and Technology, as applicable. (c) In the event that, as of the date of termination of the ADC Agreement, less than I 00% of the applicable reinsurer's obligations under the Existing Quota Share Agreement (without giving effect to any Excess Funding Requirement) and Underlying All Re insurance Agreements are secured by assets in the Existing Trust Accounts or otherwise (exclus ive of any C-01lateral posted by the Retrocessionaire hereunder), Maiden Re shall promptly fund such shortfall to the extent such shortfall relates to its obligations under the Existing Quota Share Agreement (without giving effect to any Excess Funding Requirement) and All shall promptly fund such shortfall to the extent such shortfall relates to its obligations under the Underlying All Reinsurance Agreements. If Maiden Re fails to fund such shortfall as required by the preceding sentence, AIi, or, to the extent that All is the AmTrust Party that is undersecurcd, AFSI, shall promptly fund such shortfall and if All fai ls to fund such shortfall as required by the preceding sentence, AFSI shall promptly fund such shortfall and, immediately afier a ll such funding, each Letter of Credit shall immediately terminate and be returned to the Retrocessionaire for cancellation and all other Collateral posted by the Retrocessionaire pursuant to this Agreement shall be immediately returned to or payable to the Retrocessionaire by AIi and Technology, as applicable. 4.2 Effect ofTerm ination. Notwithstanding the other provisions of this ARTICLE .!Y, the terms and conditions of Section 5.7, Section 5.9, ARTICLE I, ARTICLE IV and ARTICLE Vil shall remain in full force and effect after the tennination of this Agreement. ARTICLE V SECURITY 5.1 Retrocession Premium; Security. (a) Within ten (IO) Business Days of the date hereof and simultaneously with their receipt of the ini tial Coll ateral contemplated by Section 5. 1(b). Technology shall pay the Retrocessionaire by wire transfer of immediately available funds an amount equal to the Retrocession Premium. Such payment shall be made oa behalf of Maideo Re in satisfaction of its obligation to pay the Retrocession Premium pursuant to the ADC Agreement. 9 \ PH . IX3029.'000IS3 . fl 1926 v29

(b) Simultaneously with its receipt of the Retrocession Premiwn as contemplated by Section 5. l(a). the Retrocessionaire shall collateralize its obligations under the ADC Agreement by posting Letters of Credit for the sole benefit of AIi and Technology under the Existing Quota Share Agreement (together with any amounts drawn on such Letters of Credit and not used to pay Covered Losses reinsured by the Retrocessionaire under the ADC Agreement, the "Collateral"). The Retrocessionaire and Maiden Re acknowledge and agree that the Collateral is intended to satisfy certain obligations of Maiden Re to provide security to All with respect to Covered Losses. The Amount of Collateral initially posted by the Retrocessionaire shall be in an aggregate amount equal to the amount of the Retrocession Premium, and the Amount of Collateral shall be adj usted periodically as more fully set forth in th is ARTICLE V. In the event that a Letter of Credit does not permit the beneficiary thereof to (i) receive credit for reinsurance in the United States jurisdiction having regulatory authori ty over such beneficiary in the full amount of such Letter of Credit or (ii) with respect to All, under the Bermuda Solvency Capital Requirements, receive equivalent capital credit for a Letter of Credit as for assets held in trust, to the same extent that such beneficiary is entitled as of the date hereof, such beneficiary may draw down the Letter of Credit at such time as is necessary to avoid a Schedule F penalty or capital charge related to the use of the Letter of Credit in place of assets held in trust; provided that, prior to such beneficiary so drawing down, the Parties shall negotiate in good faith for a reasonable period of time prior to the imposition of such Schedule F penalty or capital charge to permit the Retrocessionaire to post, to the extent necessary to avoid such Schedule F penalty or capital charge, alternative collateral which qualifies for credit for reinsurance or would otherwise avoid such capital charge and would provide the Retrocessionaire with the same (or as near the same as practicable) economic benefits (including modeled investment returns) it expects to receive in connection with the transactions contemplated by this Agreement as of the date hereof. (c) Technology shall have the ri gh t to designate in writing to the Retrocessionaire that all or any portion of the Collateral otherwise required to be posted for its benefit hereunder with respect to its reserves ceded to All pursuant to the Underlyi11g AII Teclmology Reinsurance Agreements be instead posted by the Retrocessionaire for the benefit of AIL In any such case, any and all obligations for the Retrocessionaire to pay Covered Losses under th is Agreement or the ADC Agreement (without duplication) to Technology shall be satisfied by the payment of such Covered Losses by the Retrocessionaire to An. (d) To facilitate the initial payment of the Reinsurance Premium, the Retrocessionaire shall deliver the Collateral to an agent selected by Technology and reasonably acceptable to the Retrocessionaire, and sucb agent shall hold the Collateral in escrow pending confirmation that the Retrocessionaire has received the Retrocession Premium and, upon such confirmation, such agent shall distribute or otherwise make available the Collateral to A.II and Technology, as applicable. 5.2 Restrictions on Use of Collateral. Maiden Re, All and Technology shall not, and All and Technology shall not permit the Original Cedents, as applicable, to grant or cause to be created in favor of any Person any security interest whatsoever in all or any part of the Collateral. Maiden Re, All and Technology shall, and An and Technology shall cause the Original Cedents, 10 \ PH . IX3029.'000IS3 . fl 1926 v29

as applicable, to, hold all assets withdrawn from all or any part of the Collateral in trust for the sole and exclusive benefit of the Retrocessionaire, subject in each case to the rights of AIi, Technology and the Original Cedents, as applicable, to withdraw and apply assets from the Collateral solely for the purposes expressly set fo1th herein. 5.3 Amount of Collateral. (a) Subject to the provisions of Section 5.l(c). Section 5.4 and Section 5.5, on and after the date hereof, the Retrocessionaire shall ensure that, in accordance with the terms and conditions expressly set forth in this ARTICLE V, the Amount of Collateral posted by the Retrocessionaire for the benefit of All and Technology is greater than or equal to the All Adjusted Required Balance and the Technology Adjusted Required Balance, as applicable, as of any date of determination. (b) Subject to adj ustment as provided herein, the measure of Collateral shall be the sum of the face amount of each Letter of Credit on the date of detennination and any funds withheld by AIi or Technology pursuant to Section 5.5 (the "Amount of Collateral"). (c) Notwithstanding anything to the contrary contained herein, as of any date of detennination, in no event will the aggregate Amount of Collateral required to be posted by the Retrocessionaire exceed the Remaining Aggregate Limit. 5.4 Ongoing Funding of Collateral. (a) Within thirty (30) days after the end of each calendar year, All shall deliver to the Retrocessionaire and Maiden Re as required under the Existing Quota Share Agreement a cession statement with supporting details in the form currently provided to Maiden Re setting forth the total collateral to be provided by Maiden Re under the Existing Quota Share Agreement as of the end of the subject calendar year, including obligations arising out of reserves ceded to Maiden Re that are retroceded to the Retrocessionaire under the ADC Agreement (each a "Funding Statement"). Also, commencing with the third calendar quarter of 2019, within thirty (30) calendar days following the end of each calendar quarter (other than the fouith calendar quarter), All shall deliver to Retrocessionaire and Maiden Re a Funding Statement as of the end of the su~ject calendar quarter. It is the Parties' intent that each Funding Statement shall enable the Retrocessionaire and Maiden Re to confinn the calculation of the required Amount of Collateral and the allocation of the Amount of Collateral to the AIT Adjusted Required Balance and tbe Technology Adjusted Required Balance. la addition, AU shall report to the Retrocessionaire and Maiden Re tbe amount of Commuted Reserves and Commuted Covered Losses paid by All during the relevant period. (b) If for any calendar quarter tbe All Adjusted Required Balance or the Technology Adj usted Required Balance is greater than the Amount of Collateral then posted by the Retrocessionaire with respect to the related Applicable Reserves based solely on the Funding Statement, the Retrocessionaire shall increase the applicable Letter of Credit by an amount equal to such shortfall within fifteen (15) calendar days after receipt of the Funding Statement pursuant to Section 5.4(a). For avoidaace of doubt, RetTocessiona ire shall not be required to increase the 11 \ PH . IX3029.'000IS3 . fl 1926 v29

face amount of any Letter or Credit to the extent that it would exceed the applicable Adj usted Required Balance, and in no event shall Retrocessionaire be required to increase the face amount of any Letter or Credit to the extent that the aggregate amount of Letters of Credit and other Collateral posted under this Agreement, plus the aggregate Ultimate Net Loss paid by Retrocessionaire under the ADC Agreement, would exceed $600,000,000. (c) If for any calendar quarter, the Amount of Collateral posted in respect of the All Adj usted Required Balance or the Technology Adjusted Required Balance is less than the total collateral required to be posted in respect of the All Adjusted Required Balance or lhe Technology Adj usted Required Balance (as applicable) pursuant to the subject Funding Statement as a result of ceded reserves that Maiden Re and the Retrocessionaire agree are not related to Covered Losses (a "Collateral Fundine Deficiency"), within fifteen (I 5) calendar days after receipt of the Funding Statement pmsuant to Section 5.4(a). Maiden Re shall deposit assets in the aggregate amount of the Collateral Funding Deficiency multiplied by the applicable Funding Percentage (as defined in Post-Tennination Endorsement No. I) in the applicable Existing Trust Account. (d) If for any calendar quarter the All Adjusted Required Balance or the Technology Adj usted Required Balance is less than the Amount of Collateral then posted or deposited by the Retrocessionaire with respect to the related Applicable Reserves, All and Technology, as applicable, shall consent to the reduction of the face amount of the Letters of Credit, such that the Amount of Collateral posted by the Retroccssionairc with respect to each Adjusted Required Balance does not exceed the sum of (i) such Adjusted Required Balance and (i i) any deficiency in coll ateral required to be posted by Maiden Re under the Existing Quota Share Agreement (without giving effect to any Excess Funding Requirement set forth in Post Termination Endorsement No. I); provided, however, that the deficiency described in the foregoing clause (i i) shall only be included in such sum to the extent that the aggregate Amount of Collateral posted by the Rctrocessionairc would not exceed the Remaining Aggregate Limit. Each of All and Technology shall take all actions reasonably requested by the Retrocessionaire to effect the intention of the prior sentence, including returning any existing Letter of Credit to the issuing bank in exchange fo r a replacement Letter of Credit for the applicable lower face amount. In the event any Collateral posted by the Retrocessionaire is not released pursuant to this Section 5.4(d} due to a deficiency in the collateral required to be posted by Maiden Re under the Existing Quota Share Agreement, All and AFSI shall reimburse the Retrocessionaire for all costs, expenses and other damages incurred by the Retrocessionaire in connection wi th maintaining such excess Collateral. (e) In the event the Retrocessionaire disagrees wi th any matters set forth in a Funding Statement, (i) the Retrocessionaire shall increase the applicable Letter of Credit if and to the extent required by Section 5.4(b} (without regard to any disagreement with the Funding Statement) and (ii) within thirty (30) calendar days fo llowing receipt of the Funding Statement, the Retrocessionaire shall deliver to Maiden Re a notice of disagreement specifying in reasonable detail each item it disputes, including the amount of the All Adjusted Required Balance and the Technology Adjusted Required Balance it disputes (each, a "Disputed Item"). If the Retrocessionaire does not deliver a notice of disagreement within such thirty (30) calendar 12 \ PH . IX3029.'000IS3 . fl 1926 v29

days, then the All Adj usted Required Balance and the Technology Adj usted Required Balance set forth in the Funding Statement shall be fina l and binding. If the Retrocessionaire does timely submit a notice of disagreement, then any undisputed portion of the All Adj usted Required Balance and the Technology Adjusted Required Balance shall be final and binding, and the Retrocessionaire and Maiden Re shall negotiate in good fai th to resolve the Disputed Items for ten ( I 0) Business Days fo llowing receipt by Maiden Re of the notice of disagreement. If the Retrocessionaire and Maiden Re carmot resolve the Disputed Items within such ten ( I 0) Business Day period, they shall submit the Disputed Items to a mutually acceptable, independent actuarial firm ("Independent Actua1y"), with an international reputation to resolve the Disputed Items. Each of the Rctroccssionairc and Maiden Re shall furnish to the Independent Actuary such work papers, books, records and documents and other information pertaining to the Disputed Items as the Independent Actuary may request. The Retrocessionaire and Maiden Re shall instruct the Independent Actuary to issue its written determination with respect to each of the Disputed Items, and whether its determination of the Disputed Item represents a material difference in the Adjusted Required Balance determined by Maiden Re (a "Material Difference"), wi thin thirty (30} calendar days after such matters arc submitted to the Independent Actuary for review. The costs and expenses of the Independent Actuary shall be fully paid by (i) Maiden Re if the Independent Actuary determines there was a Material Difference, or (i i) the Retrocessionaire if the Independent Actuary detennines there was not a Material Difference. The determination by the Independent Actuary shall be binding on the Retrocessionaire and Maiden Re with respect to the Disputed Items. In the event that it is determined pursuant to this Section 5.4(e) that any of the All Adj usted Required Balance or the Technology Adj usted Required Balance is less than such balances set forth in the Funding Statement delivered by All pursuant to Section 5.4(a). Maiden Re shall immediately use its best efforts to arrange for All or Technology, as applicable, to release to the Retrocessionaire the resulting excess Collateral posted by the Retroeessionai.re hereunder, including by offering replacement collateral acceptable to All or Technology. If Maiden Re is unable to arrange for such excess Collateral to be released to the Retrocessionaire, Maiden Re shall reimburse the Retrocessionairc for all costs, expenses and other damages reasonably incurred by the Retrocessionaire in connection with posting such excess Collateral, without regard to any of the limitations contained in Section 5.9. (I) For all purposes in this Section 5.4, all Collateral posted for the benefit of All at the direction of Technology pursuant to Section 5.1 (c), shall be deemed posted to Technology. 5.5 Withdrawal of Collateral by All or Technology. (a) All and Technology (including any successor by operation of law, including any liquidator or rehabilitator, receiver or conservator) each agree that they wi ll only draw on one or more Letters of Credit, or use any other Collateral, as applicable, after util izing all available collateral posted by Maiden Re with respect to Covered Losses below the Retention , and utilize and apply such amounts drawn on the Letters of Credit or withdrawn from any other Collateral for one or more of the following purposes: 13 \ PH . IX3029.'000IS3 . fl 1926 v29

(i) to pay for amounts due pursuant to the Existing Quota Share Agreement from Maiden Re to All and Technology, as applicable, not otherwise paid by or on behalf of Maiden Re or the Retrocessionaire; and (i i) when All and Technology have received notification of the termination of the respective Letters of Credit., and Maiden Re's obligations under the Existing Quota Share Agreement remain unl iquidated and undischarged ten ( I 0) calendar days prior to the date of termination of Letters of Credit to fund a segregated account with All and Technology, as applicable (which shall be deemed funds withheld amount under this Agreement), in an amount equal to the Collateral required under this Article V. (b) All and Technology shall, and All and Technology shall cause the Original Cedents to, return to the Retrocessionaire, within five (5) Business Days, assets withdrawn in excess of all amounts due under Section 5.5(a)(i) or, in the case of Section 5.5(a)(ii), assets that arc subsequently determined not to be due. All and Technology shall, and All and Technology shall cause the Original Cedents to, cause any such excess amount at all times to be held by All and Technology (or any successor by operation of law of All and Technology, including any liquidator, rehabilitator, receiver or conservator of All and Technology, as applicable) in trust for the sole and exclusive benefit of the Retrocessionaire and be ma inta ined in a segregated account, separate and apart from any assets of AIi Technology and the Original Cedcnts for the sole purpose of funding the payments and reimbursements described in Section 5.5(a). All and Technology shall, and All and Technology shall cause the Original Cedents to, pay interest in cash to the Retrocessionaire on the amount withdrawn, equal to the actual amount of interest, dividends, and other income earned on the assets in such segregated account. (c) In the event that All or Technology draws on one or more Letters of Credit or otherwise use any other Collateral other than to pay for the Retrocessionaire's share of Covered Losses due from Maiden Re to All or Technology, as appl icable, not othe1wise paid by or on behalf of the Retrocessionaire, Alf and AFSI, shall reimburse the Retrocessionaire immediately for such amounts. 5.6 [Intentionally Omitted] 5.7 Termination of Collateral Arraneements. Subject to Section 4. 1, promptly following termination of th is Agreement and return to the Retrocessionaire of the Letters of Credit and all other Collateral, the Parties shall take all actions necessary to cancel the Letters of Credit and return any funds withheld. 5.8 Funding of Maiden and All Collateral. (a) During the duration of the ADC Agreement and th is Agreement, Maiden Re shall maintain all collateral required under the Existing Quota Share Agreement, incl uding Post-Termination Endorsement No. I, with respect to risks reinsured by Maiden Re in connection with the Reinsured Policies that fa ll below the Retention or above the Aggregate 14 \ PH . IX3029.'000IS3 . fl 1926 v29

Lim.it. For the avoidance of doubt, Maiden Re shall not be required to maintain collateral for the Commuted Reserves. (b) During the duration of the ADC Agreement and this Agreement, AIi shall maintain all collateral required under the Underlying All Reinsurance Agreements with respect to risks reinsured by AIi thereunder. 5.9 Letter of Credit Fees. To the extent that the Retrocessionaire provides any Letters of Credit in accordance with the terms of this Agreement, Maiden Re shall reimburse the Rctroccssionairc for its reasonably documented, customary fees and expenses owed to the issuing banks with respect to such Letters of Credit, provided that with respect to the Retrocessionaire's fi rst $445,000,000 of Letters of Credit posted as Collateral under th is Agreement, Maiden Re's reimbursement obligation shall be subject to an annual limit equal to $1,500,000. To the extent that the Retrocessionaire provides any Letters of Credit with respect to any additional Collateral required under this Agreement, including any additional Collateral posted with respect to the Rctrocessionaire' s obligations under the ADC Agreement related to the $155,000,000 difference between the Aggregate Limit and the $445,000,000 of reserves ceded as of the Effective Date under the ADC Agreement, Maiden Re's obligations under th is Section 5.9 with respect to reasonably documented, customa1y fees and expenses owed to the issuing banks with respect to such Letters of Credit shall not be subject to any limit. All such reimbursements by Maiden Re shall be made within ten ( I 0) Business Days of the Rctroccssionairc providing such reasonable docmnentation to Maiden Re. ARTICLE VI ERRORS AND OMISSIONS; REGULATORY MATTERS; COVENANTS 6.1 Errors and Omissions. Inadvertent delays, errors or omissions made in connection with th is Agreement or any transaction hereunder shall not relieve any Party from any liability which would have allached had such delay, error or omission not occurred, provided that such error or omission is recti tied as soon as possible after discovery by an officer of such Party, and provided, fu1ther, that the Party making such error or omission or responsible for such delay shall be responsible for any additional liability wl1icb attaches as a result. If (a) the failure of any Paity to comply wi th any provision of th is Agreement is unintentional or the result of a misunderstanding or oversight and (b) such fai lure to comply is promptly rectified after discovery, the Parties shall be restored as closely as possible to the positions they would have occupied if no error or oversight bad occurred. 6.2 Cooperation. The Parties shall cooperate with each other in order to accomplish the objectives of this Agreement by furnishing any additional information and executing and delivering any additional documents and taking such other actions as may be reasonably requested by the other Parties to further perfect or evidence the consummation of, or otherwise implement, any transaction contemplated by this Agreement or any Transaction Agreement, or to aid in the preparation of any regulatory filing or financial statement; provided, however. that any such additional documents must be reasonably satisfactory to each of the Parties and not impose 15 \ PH . IX3029.'000IS3 . fl 1926 v29

upon any Party any material liability, risk, obligation, loss, cost or expense not contemplated by th is A1:,rreement or the Transaction Agreements to which it is a party. 6.3 Regulatorv Matters. (a) If any Parly hereto or any oflhe Original Cedenls, receives notice of, or otherwise becomes aware of any written inquiry, investigation, examination, audit, proceeding or action by Governmental Authorities relating to the Existing Quota Share Agreement, the reinsurance provided under the ADC Agreement or any Transaction Agreement, each Party hereto, as applicable, shall promptly notify the other Parties thereof to the extent permitted under Applicable Law, whereupon the Parties shall cooperate in good faith to resolve such matter in a mutually sati sfactory manner and shall act reasonably in light oflhe Parties' respective interests in the matter at issue. (b) At all limes during the term oflhis Agreement, each of the Parties respectively agrees that it shall comply, and All and Technology shall cause each Original Cedent to comply, in all material respects with all Applicable Law in connection with its performance of their respective obligations under this Agreement and each Transaction Agreement. 6.4 Existing Agreements. Each of All, Technology and Maiden Re shall not, and shall cause each Original Ccdent not to, commute, amend or waive the terms of the Existing Quota Share Agreement, or the risks reinsured thereunder, and not amend or enter into the related reinsurance trust agreements, including lhe Reinsurer Trust Assets Agreement, and investment guidelines with respect thereto, to the extent that such commutation, amendment, waiver or new agreement would have an adverse effect on the Retrocessionaire without the prior written consent of the Retrocessionaire, except (i) as required by Applicable Law or (ii) in the case of any amendments to the Existing Quota Share Agreement relating solely to the form of collateral provided by Maiden Re for risks that fall below the Retention or above the Aggregate Limi t. ARTICLE vn MISCELLANEOUS PROVISIONS 7. 1 Notices. Any notice, request, demand, waiver, consent, approval or other communication required or permitted to be given by any Party hereunder shall be in writing and shall be deli vered personally, sent by registered or certified mail, postage prepaid, or sent by a standard overnight courier of national reputation with written confumation of delivery. Any such notice shall be deemed given when so delivered personally, or if mailed, on the date shown on the receipt therefor, or if sent by overnight courier, on the date shown on the written confirmation of delivery. Such notices shall be given to the following address: 16 \ PH . IX3029.'000IS3 . fl 1926 v29

If to Maiden Re: Maiden Reinsurance Ltd. Ideation House 94 Pitts Bay Road Pembroke HM08 Bermuda Attention: Denis Butkovic Emai l: DButkovic@maidenre.com with copies (which shall not constitute notice) to: Locke Lord LLP 20 Church Street, 20th Floor Hartford, CT 06103 Attention: Alan J. Levin Email: alan.levin@lockelord.com If to the Retrocessionaire: Cavello Bay Reinsurance Limited Windsor Place, 3rd Floor 22 Queen Street Hamilton, HM 11 Bermuda Attention: Paul J. O'Shea Emai l: Pau1.0Shea@enstargroup.com with copies (which shall not constitute notice) to: Hogan Lovells US LLP 1735 Market Street, Suite 2300 Philadelphia, PA 19103 Attention: Robert C. Juelke Email: Bob.Juelke@hoganlovells.com Ifto AH and/or Technology: AmTrnst Financial Services, Inc. 59 Maiden Lane, 43rd Floor New York, NY 10038 Attention: Adam Karkowsky Emai I: adam.karkowsky@amtrustgroup.com 17 \ PH . IX3029.'000IS3 . fl 1926 v29

with copies (which shall not constitute notice) to: AmTrust Financial Services, Inc. 59 Maiden Lane, 4 3 ,x1 Floor New York, NY 10038 Attention: Stephen Ungar Email: stephen.ungar@amtrnstgroup.com Each Pa1iy may change its notice provisions on fifteen (15) calendar days' advance notice in writing to the other Party. 7.2 Entire Agreement. This Agreement (including the exhibits and schedules hereto), the other Transaction Agreements and any other documents delivered pursuant thereto, constitute the entire agreement among the Pruties and their respective Affiliates with respect to the subject matter hereof and supersede all prior negotiations, discussions, writings, agreements and understandings, oral and written, among the Parties with respect to the subject matter hereof and thereof. In the event of any conflict between this Agreement and the Master Agreement with respect to the subject matter hereof, the provisions of this Agreement shall control. 7.3 Waiver and Amendment. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by an instrument in writing signed by the Parties hereto, or, in the case of a waiver, by the Party waiving compliance. No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or pa1tial exercise thereof preclude any other or further exercise thereof or the exercise of any other such right, power or privilege. The failure of any Party to insist on compliance with any obligation contained in this Agreement or to exercise any right or remedy hereunder shall not constitute a waiver of any right or remedy contained herein nor stop any Pa1iy from thereafter demanding full and complete compliance nor prevent any Party from exercising such right or remedy in the future. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. 7.4 Successors and Assigns. The rights and obligations of the Parties under this Agreement shall not be subject to assignment wi thout the prior written consent of the other Parties, and any attempted assignment without the prior written consent of the other Parties shall be invalid ab inilio and void. The terms of this Agreement shall be binding upon, inure to the benefit of and be enforceable by and against the successors and perrn.itted assigns of the Parties. 7.5 Headings. The headings and table of contents of this Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions hereof: 7.6 Governing Law; Specific Performance. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to such state's principles of conflict of laws that could compel the application oftbe laws of another j urisdiction. 18 \ PH . IX3029.'000IS3 . fl 1926 v29

(b) Notwithstanding any other provision to the contrary herein, each Party acknowledges that the breach of certain obligations may cause irreparable injury and damages, which may be difficult to ascertain. Without regard to paragraph (a) above, each Party immediately shall be entitled to seek inj unctive relief with respect to such breaches by any other Party and without the requirement of posting a bond. This provision shall not in any way limit such other remedies as may be available to any Party at law or in equi ty. 7.7 Service of Suit. (a) In the event of the fai lure of Maiden Re, All or Technology to perform any of their respective obligations hereunder, such Party, at the request of the Retrocessionaire, shall submit to the jurisdiction of a court of competent j urisdiction wi th in the United States. Nothing in this Atticle constitutes or should be understood to constitute a waiver of such Pa1ty's rights to commence an action in any court of competent jurisdiction in the State of New York or to remove an action to a Un ited States District Court for the Southern District New York. Such Party, once the appropriate court is selected, whether such court is the one originally chosen by the Retrocessionaire and accepted by such Party or is determined by removal, transfer, or otherwise, as provided fo r above, shall comply with all requirements necessary to give said court jurisdiction and, in any suit instituted against such Pa1iy upon this Agreement, shall abide by the final decision of such cou1i or of any appellate court in the event of an appeal. (b) Unless Maiden Re designates a different party in writing, service of process in such suit may be made upon CT Corporation System, 28 Liberty Street, New York, New York !0005, which is hereby authorized and directed to accept service of process on behalf of Maiden Re in any such suit. Unless All or Technology designates a different party in writing, service of process in such suit may be made upon Corporation Service Company, 80 State Street, Albany, NY 12207-2543 which is hereby authorized and directed to accept service of process on behalf of such Pa1iy in any such suit. (c) In the event of the fai lure of the Retrocessionaire to perfom1 its obligati ons hereunder, the Retrocessionaire, at the request of Maiden Re, AU or Techoology, shall submit to the juri sdiction of a court of competent jurisdiction within the United States. Nothing in this Article constitutes or should be understood to constitute a waiver of the Retrocessionaire's rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the Un ited States or any state in the United States. The Retrocessionaire, once the appropriate court is selected, whether such court is the ooe origioally chosen by ooe of the other Parties and accepted by the Retrocessionaire or is determined by removal, transfer, or otherwise, as provided for above, shall comply with all requirements necessary to give said cou11 jurisdiction and, in any suit instituted against the Retrocessionaire upon this Agreement, shall abide by the final decision of such court or of any appellate court in the event of an appeal. (d) Unless the Retrocessionaire designates a different party in writing, service of process in such suit may be made upon CT Corporation System, 28 Liberty Street, 42''d Floor, 19 \ PH . IX3029.'000IS3 . fl 1926 v29

New York, NY 10005, which is hereby authorized and directed to accept service of process on behalf of the Retrocessionaire in any such suit. 7.8 No Third Party Beneficiaries. Nothing in this Agreement is intended or shall be construed to give any Person, other than the Parties, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. 7. 9 Counterparts. This Agreement may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument binding upon all of the Parties notwithstanding the fact that all Parties are not signatory to the original or the same counterpart. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the Parties. Each counterpart may be delivered by facsimile transmission, which transmission shall be deemed delive1y of an originally executed document. 7.10 Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that j urisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. If any provision of this Agreement is so broad as to be unenforceable, that provision shall be interpreted to be only so broad as is enforceable. In the event of such invalidity or unenforceability of any term or provision of this Agreement, the Parties shall use their commercially reasonable efforts to reform such terms or provisions to carry out the commercial intent of the Parties as retlected herein, while curing the circumstance giving rise to the invalidity or unenforceability of such tem1 or provision. 7. 11 Offaet. Each Party may offset any amount due to any other Party or any of such other Party's Affiliates under th is Agreement or the ADC Agreement against any amounts owed or alleged to be owed from such other Party or its Affiliates under this Agreement or the ADC Agreement; provided that no Party may offset any amount due to another Party hereto or any of such other Party's Affiliates under this Agreement or the ADC Agreement against any amounts owed or alleged to be owed from such other Party or its Affiliates under any other agreement without the written consent of such other Party. 7.12 Currency. All financial data required to be provided pursuant to the terms of this Agreement shall be expressed in United States dollars. All payments and all settlements of account between the Parties shall be in United States currency unless otherwise agreed by the Parties. For the purposes of calculating Applicable Reserves (aod other measurements of reserves hereunder) aod the conversion of any payments due under this Agreement into United States dollars, the Parties shall use the applicable exchange rate in effect on the date of payment or other date of measurement. 7. 13 Interpretation. Interpretation of this Agreement shall be governed by the following mies of const111ction: (a) words in the singular shall be held to include the plural and 20 \ PH . IX3029.'000IS3 . fl 1926 v29

vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, para1:,rraph, exhibits and schedules are references to the Articles, Sections, paragraphs, exhibits and schedules to th is Agreement un less otherwise specified; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to th is entire Agreement, including the exhibits and schedules hereto; (d) references lo"$" shall mean Un ited Stales dollars; (e) the word "including" and words of simi lar impo1i when used in this Agreement shall mean "including without limitation," unless otherwise specified; (f) the word "or" shall not be exclusive; (g) except as otherwise provided herein, references to ''written" or "in writing" include in electronic form; (h) the headings contained in this Agreement arc for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (i) a reference to any Person includes such Person's successors and permilled assigns; (j) a reference to an agreement or other document includes amendments or restatements of such agreement or other document; (k) any reference to "days" means calendar days unless Business Days are expressly specified; and (I) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day. This Agreement shall lake precedence over any exhibits or schedules hereto, to the extent of any conflict. 7.14 Conditional Effectiveness. This Agreement is subject to the approval of the ADC Agreement by the Bermuda Monetary Authority. If the Bermuda Monetary Authority fails to approve the ADC Agreement within ten ( I 0) Business Days of the date hereof, this Agreement sha ll be void and of no further force or effect. (remainder of page intentionally left blank) 21 \ PH . IX3029.'000IS3 . fl 1926 v29

IN WITNESS WHEREOF, the Partle., hereto hmi c:ausod dlis Agrmnmtt ro be eiceeu1cd by their respe,c11ve duly aU1horized offi,ors, all as ofdie date first written above. 1'CELTD. CAVELLO BAY REINSURANCE LIMITED By:. _ _ _________ Name: Title: AMTRUSTINTERNATJONAL INSURANCE, LTD. By:._ ____ _____ _ Name: Title: TECHNOLOGY INStlRANCE COMPANY.INC. By: ___ _______ _ Name: Title: AMTRUST FINANCJAL SERVICES, INC. By:.-,--,-______ ____ Name: Tole:

IN \VTTNESS WI IEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized officers, all as of the date first written above. MAIDlcN REINSURANCE LTD. By:. ____________ _ Name: Title: CAVELLO BAY RF.l'.'ISURANCE LIMITED Bv-,·N~ Title: P11l..6CfD/l, AMTRUST INTERNATIONAL INSURANCE, LTD. By:. _____________ Name: Tit.le: TECHNOLOGY INSURANCR COMPANY, INC. By: ____________ _ Name: Title: AMTRUST FINANCIAL SERVICES, INC. By: _ __________ _ Name: Title:

IN W1TNESS Wl-ffiREOF, the Purtie~ hereto have caused this Agreement to be executed by their respective duly authorized officer~, <111 a~ of the date first wri llen ubove. MAIDEN REINSURANCE LTD. By: _ ____________ Name: Title: CAVELLO BAY REINSURANCE LlMfl'EU By:_ ______ ______ Name: Title: AMTRUST INTERNATIONAL INSUR AMTRUST FINANCIAL SERVICES, INC. Dy: MP;~ ~~me: o~f~V' iJ_,.s 0,:, f1tlc: ~



August 9, 2019		/s/ LAWRENCE F. METZ
		Lawrence F. Metz
		President and Chief Executive Officer



August 9, 2019		/s/ PATRICK J. HAVERON
		Patrick J. Haveron
		Chief Financial Officer



August 9, 2019	By:	/s/ LAWRENCE F. METZ
		Lawrence F. Metz
		President and Chief Executive Officer



August 9, 2019	By:	/s/ PATRICK J. HAVERON
		Patrick J. Haveron
		Chief Financial Officer



1.	I have reviewed this quarterly report on Form 10-Q of Maiden Holdings, Ltd.;



2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:



	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including any consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.



	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.