execution version subscription agreement this subscription agreement, dated july 31, 2018 ( this “ agreement ” ), is entered into by and among third point reinsurance company ltd., a bermuda class 4 insurance company ( “ tp re bermuda ” ), third point reinsurance ( usa ) ltd., a bermuda class 4 insurance company ( “ tp re usa, ” and together with tp re bermuda, “ tp re ” ), and third point enhanced lp, a cayman islands exempted limited partnership ( the “ fund ” ). reference is made to that certain amended and restated exempted limited partnership agreement of the fund, dated july 31, 2018 ( the “ partnership agreement ” ). all capitalized terms used herein ( including in appendix a ) and not otherwise defined herein shall have the meanings ascribed to them in the partnership agreement. whereas, tp re bermuda and tp re usa wish to transfer legal title to all of the assets and liabilities ( other than the collateral assets and assets to maintain the liquidity buffer ) held in their respective joint ventures to the fund ; and whereas, the fund desires to admit each of tp re bermuda and tp re usa as limited partners of the fund. now, therefore, in consideration of the mutual promises and agreements contained in this agreement and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows : 1. transfer of assets. 1. ( a ) tp re bermuda and tp re usa each hereby agree to transfer legal title ( including all rights, obligations, liabilities, credits and other adjustments and / or payments, whether known, unknown, or that could have been known as of the applicable transfer date ( as defined below ) ) to all of the assets and liabilities ( other than the collateral assets and assets to maintain the liquidity buffer ) ( “ investable assets ” ) held in their respective joint ventures to the fund ( the “ transfer ” ), with such transfer commencing on august 31, 2018 ( the “ effective date ” and together with any subsequent date on which investable assets are transferred to the partnership, the “ transfer dates ” and each, a “ transfer date ” ). tp re bermuda and tp re usa each acknowledges that the transfer shall be effectuated, to the extent applicable, through agreements with custodians and prime brokers, and tp re bermuda and t