DEPOSIT AGREEMENT, dated as of July 9, 2020, among (i) Argo Group International Holdings, Ltd., an exempted company organized under the laws of Bermuda, (ii) American Stock Transfer & Trust Company, LLC, a limited liability trust company formed under the laws of the State of New York, as Depositary and (iii) the holders from time to time of the Receipts described herein.
WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of 7.00% Resettable Fixed Rate Preference Shares, Series A, of the Company with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Depositary Shares representing a fractional interest in the Stock deposited and for the execution and delivery of Receipts evidencing Depositary Shares;
WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement; and
WHEREAS, the terms and conditions of the 7.00% Resettable Fixed Rate Preference Shares, Series A, of the Company are substantially set forth in the Certificate of Designations attached hereto as Exhibit B;
NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:
Section 1.1. Definitions.
The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms (in the singular and plural forms of such terms) used in this Deposit Agreement and the Receipts:
Certificate of Designations shall mean the Certificate of Designations, adopted by the Board of Directors of the Company or a duly authorized committee thereof, establishing and setting forth the rights, preferences and privileges of the Stock, and attached hereto as Exhibit B, and as such certificate may be amended or restated from time to time.
Company shall mean Argo Group International Holdings, Ltd., an exempted company organized under the laws of Bermuda, and its successors.
Deposit Agreement shall mean this Deposit Agreement, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof.
Depositary shall mean American Stock Transfer & Trust Company, LLC, a limited liability trust company formed under the laws of the State of New York, and any successor as Depositary hereunder.