Item 1.01 Entry into a Material Definitive Agreement.




On February 26, 2021 (the "Effective Time"), pursuant to the Agreement and Plan
of Merger (the "Merger Agreement"), by and among Third Point Reinsurance Ltd.
("TPRE"), a Bermuda exempted company limited by shares, Sirius International
Insurance Group, Ltd. ("Sirius"), a Bermuda exempted company limited by shares,
and Yoga Merger Sub Limited ("Merger Sub"), a Bermuda exempted company limited
by shares and wholly owned subsidiary of TPRE, Merger Sub was merged with and
into Sirius (the "Merger"), with Sirius continuing as the surviving company in
the Merger, as a wholly owned subsidiary of TPRE. TPRE was renamed SiriusPoint
Ltd. following the Merger and is continuing as the parent company (the "Company"
or "SiriusPoint"). SiriusPoint trades on the New York Stock Exchange ("NYSE")
under the ticker symbol "SPNT".
At the Effective Time, pursuant to the terms of the Merger Agreement, each
common share, par value $0.01 per share, of Sirius (each, a "Sirius Share") that
was issued and outstanding immediately prior to the Effective Time was canceled
and converted into the right to receive one of the following three consideration
options at the shareholder's election:
•$9.50 in cash;
•a combination of common shares, par value $0.10 per share, of the Company
("Company Shares"), and CVR consideration (a "Share & CVR Election") comprising
(1) 0.743 of a Company Share and (2) one contractual contingent value right
(each, a "CVR"), which represents the right to receive a contingent cash
payment, which, taken together with the fraction of the Company Share received,
guarantee that on the second anniversary of the Effective Time, the electing
shareholder will have received equity and cash valued at least $13.73 per Sirius
Share (together, the "Share & CVR Consideration"); or
•a combination of cash, Company Shares, Series A Preference Shares, Warrants and
Upside Rights (a "Mixed Election") comprising (1) $0.905 in cash, (2) 0.496
Company Shares, (3) 0.106 Series A preference shares, par value $0.10 per share,
of the Company (the "Series A Preference Shares"), (4) 0.190 of a warrant (each,
a "Warrant") and (5) $0.905 aggregate principal amount of an "upside right"
issued by the Company (collectively, the "Upside Rights").
Based on the preliminary report provided at the Effective Time by the election
and exchange agent retained by the Company in connection with the Merger, the
election results with respect to the merger consideration were as follows:
•Holders of approximately 32,257 Sirius Shares outstanding (or approximately
0.03%) immediately prior to the Effective Time elected to receive cash.
•Holders of approximately 4,691,699 Sirius Shares outstanding (or approximately
4.07%) immediately prior to the Effective Time made the Share & CVR Election or
did not make an election and received the Share & CVR Consideration.
•Holders of approximately 110,575,385 Sirius Shares outstanding (or
approximately 95.9%) immediately prior to the Effective Time made the Mixed
Election.
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement,
a copy of which was filed as Exhibit 2.1 to the Company's Current Report on Form
8-K filed on August 10, 2020 and is incorporated herein by reference.
Warrant Agreement
On February 26, 2021, the Company entered into a warrant agreement (the "Warrant
Agreement"). Pursuant to the Warrant Agreement, each Warrant permits the holder
thereof to purchase one Company Share for $11.00 per share, subject to
adjustment as set forth in the Warrant Agreement. The Warrants are exercisable
at any time after the Effective Time through the fifth anniversary of the
Effective Time. If the Warrants are not exercised prior to the fifth anniversary
of the Effective Time, the Warrants will expire without value.
The foregoing summary of the Warrant Agreement does not purport to be a complete
description and is qualified in its entirety by reference to the full text of
the Warrant Agreement, which is filed as Exhibit 4.1 to this Current Report on
Form 8-K, and incorporated by reference herein.

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Contingent Value Rights Agreement
At the Effective Time, the Company entered into a contingent value rights
agreement (the "CVR Agreement"). Pursuant to the CVR Agreement, the Company
issued CVRs representing the right to receive a contingent cash payment of (1)
in the case of acceleration upon certain breaches of the CVR Agreement, $13.73
minus the volume weighted average price of the Company Shares measured over the
14 consecutive trading day period beginning on the date a breach is declared,
multiplied by 0.743, (2) on the second anniversary (the "Maturity Date") of the
Effective Time, $13.73 minus the volume weighted average price of the Company
Shares measured over the 14 consecutive trading day period prior to the Maturity
Date multiplied by 0.743 and (3) in the case of redemption by the Company prior
to the Maturity Date, the discounted present value of $13.73, discounted from
the Maturity Date to the last day of the 14 consecutive trading day period
beginning on the date of the redemption notice ("Redemption Valuation Period"),
minus the volume weighted average price of the Company Shares measured over the
Redemption Valuation Period multiplied by 0.743.
The foregoing summary of the CVR Agreement does not purport to be a complete
description and is qualified in its entirety by reference to the full text of
the CVR Agreement, which is filed as Exhibit 4.2 to this Current Report on Form
8-K, and is incorporated by reference herein.
Upside Rights
At the Effective Time, the Company issued Upside Rights. Pursuant to the Upside
Rights, if (i) the last reported sales price of the Company Shares for each of
30 consecutive trading days exceeds the target price of $20.00 (the "Target
Price"), subject to adjustment, prior to the first anniversary of the Effective
Time, or (ii) the Company enters into a definitive agreement to consummate a
change of control transaction and the per share consideration in such
transaction exceeds the Target Price, the principal amount of the Upside Rights
will become immediately due and payable. Settlement of the Upside Rights will be
in a number of Company Shares equal to $100,070,726 divided by the Company's
average share price determined using a 30-day volume weighted average price
("VWAP"), or in the case of a change of control transaction, the lesser of the
per share consideration being offered in such change of control transaction and
the Company's average share price determined using a 30-day VWAP.
The foregoing summary of the Upside Rights does not purport to be a complete
description and is qualified in its entirety by reference to the full text of
the Upside Rights, which is filed as Exhibit 4.3 to this Current Report on Form
8-K, and is incorporated by reference herein.
Registration Rights Agreement
At the Effective Time, the Company and CM Bermuda Limited ("CM Bermuda") entered
into a Registration Rights Agreement (the "Registration Rights Agreement"),
pursuant to which CM Bermuda is able to require the Company, beginning after the
lock-up period described below, to file one or more registration statements with
the Securities and Exchange Commission covering the public resale of Company
Shares beneficially owned by CM Bermuda. The rights of CM Bermuda and its
permitted transferees under the Registration Rights Agreement will remain in
effect with respect to all Company Shares covered by such agreement until such
securities (a) are sold in a private transaction in which the transferor's
rights under the Registration Rights Agreement are not assigned to the
transferee, (b) are sold pursuant to an effective registration statement, (c)
are sold pursuant to Rule 144 or Rule 145 (or any similar provision then in
force under the Securities Act), (d) may be sold pursuant to Rule 144 without
any conditions, (e) with respect to any particular holder, such holder
beneficially owns less than 2% of the Company Shares or (f) shall have ceased to
be outstanding.
Demand Registration. CM Bermuda is able to request an unlimited number of
registrations under the Securities Act of all or any portion of the Company
Shares covered by the Registration Rights Agreement, and the Company is
obligated, subject to limited exceptions, to register such shares as requested
by CM Bermuda. Subject to certain exceptions, the Company may defer the filing
of a registration statement after a demand request has been made if, at the time
of such request, the Company's board of directors (the "Board") determines that
any pending or imminent event would require disclosure of material, non-public
information in the registration statement for such registration statement not to
be materially misleading and would not otherwise be required to be publicly
disclosed by the Company. The Company is not obligated to effect more than one
demand registration in any 60-day period or a demand registration that would
reasonably be expected to result in gross cash proceeds of less than $50
million.
Shelf Registration. At any time after expiration of the applicable lock-up
period, the Company is obligated, upon request by CM Bermuda, to file a shelf
registration statement to register all or any portion of the Company Shares
covered by the Registration

--------------------------------------------------------------------------------



Rights Agreement. CM Bermuda may, at any time and from time to time, request
that the Company complete an unlimited number of shelf take-downs, subject to
certain limited exceptions.
Piggy-Back Registration. If at any time the Company intends to file on its
behalf or on behalf of any of its other security holders a registration
statement in connection with a public offering of any of the Company's
securities on a form and in a manner that would permit the registration for
offer and sale of the Company Shares held by CM Bermuda, CM Bermuda has the
right to include its Company Shares in that offering. CM Bermuda's ability to
participate in any such offering will be subject to market "cut-back"
exceptions.
Registration Procedures; Expenses. The Company is responsible for all
registration expenses, including expenses incurred by the Company, in connection
with the registration, offer and sale of securities under the Registration
Rights Agreement by CM Bermuda, except for selling commissions and transfer
taxes applicable to such sale.
The Registration Rights Agreement sets forth customary registration procedures,
including an agreement by the Company to make its management reasonably
available to participate in road show presentations in connection with any
underwritten offerings. The Company also agrees to indemnify CM Bermuda and its
permitted transferees with respect to liabilities resulting from untrue
statements or omissions in any registration statement used in any such
registration, other than untrue statements or omissions resulting from
information furnished to the Company for use in a registration statement by CM
Bermuda or any permitted transferee.
The Registration Rights Agreement also includes a lock-up agreement, pursuant to
which CM Bermuda agrees not to sell, transfer, hedge or otherwise dispose of its
Company Shares during the period from the Effective Time through and including
(i) the 225th day following the Effective Time with respect to one-third of its
Company Shares (assuming the Series A Preference Shares, Warrants and the Upside
Right were fully converted, exercised or exchanged to or into Common Shares on
the date hereof), (ii) the 365th day following the Effective Time with respect
to one-third of its Company Shares (assuming the Series A Preference Shares,
Warrants and the Upside Right were fully converted, exercised or exchanged to or
into Common Shares on the date hereof) and (iii) the 450th day following the
Effective Time with respect to one-third of its Company Shares (assuming the
Series A Preference Shares, Warrants and the Upside Right were fully converted,
exercised or exchanged to or into Common Shares on the date hereof).
The foregoing description of the Registration Rights Agreement does not purport
to be complete and is subject to, and qualified in its entirety by, the full
text of the Registration Rights Agreement, which is filed as Exhibit 4.4 to this
Current Report on Form 8-K, and is incorporated by reference herein.
CM Bermuda Investor Rights Agreement
At the Effective Time, the Company and CM Bermuda entered into an Investor
Rights Agreement (the "Investor Rights Agreement"), pursuant to which CM
Bermuda's and its affiliates' voting power in the Company will be capped at
9.9%, in accordance with the terms described in the Investor Rights Agreement
and the Bye-laws, and, for so long as CM Bermuda and its affiliates beneficially
own at least 9.9% of the Company Shares, they shall have the right to designate
an observer to the Board.
The foregoing description of the Investor Rights Agreement does not purport to
be complete and is subject to, and qualified in its entirety by, the full text
of the Investor Rights Agreement, which is filed as Exhibit 4.5 to this Current
Report on Form 8-K, and is incorporated by reference herein.
Loeb Investor Rights Agreement
At the Effective Time, the Company and Daniel S. Loeb entered into an Investor
Rights Agreement (the "Loeb Investor Rights Agreement"), pursuant to which Mr.
Loeb has consent rights over transactions between the Company, its affiliates
and certain related investors, as well as consent rights over amendments to the
Memorandum of Association of the Company which would have a material adverse
effect on his investor rights. The rights reflected in the Loeb Investor Rights
Agreement were previously contained in TPRE's Amended and Restated Bye-laws and
removed as part of the amendments described below. These consent rights only
apply for so long as Mr. Loeb holds a number of Company Shares equal to at least
25% of the total number of Company Shares he held on December 22, 2011. Mr. Loeb
also has the right to designate an observer to the Board.
The foregoing description of the Loeb Investor Rights Agreement does not purport
to be complete and is subject to, and qualified in its entirety by, the full
text of the Loeb Investor Rights Agreement, which is filed as Exhibit 4.6 to
this Current Report on Form 8-K, and is incorporated by reference herein.

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Assumption Agreement
At the Effective Time, the Company entered into an assumption agreement (the
"Assumption Agreement") by and among (i) the Company, (ii) Bain Capital Special
Situations Asia, L.P., a Cayman Islands limited partnership ("Bain"), (iii) CCOF
Master, L.P., a Delaware limited partnership ("Carlyle"), (iv) Centerbridge
Credit Partners Master, LP, a Delaware limited partnership, and Centerbridge
Special Credit Partners III, LP, a Delaware limited partnership (collectively,
"Centerbridge"), and (v) GPC Partners Investments (Canis) LP, a Delaware limited
partnership ("Gallatin" and, together with Bain, Carlyle and Centerbridge,
collectively, the "Sirius Warrant Holders"). Pursuant to the terms of the
Assumption Agreement, the Company agreed to assume all of the warrants issued on
November 5, 2018 and November 28, 2018 (the "Sirius Warrants") by Sirius to the
Sirius Warrant Holders.
Prior to the Effective Time, the Sirius Warrants were exercisable for an
aggregate of 5,418,434 Sirius Shares. At the Effective Time, each Sirius Warrant
ceased to represent the right to purchase Sirius Shares and each Sirius Warrant
Holder was instead granted the right to receive, upon exercise of a Sirius
Warrant, solely the Share & CVR Consideration receivable in respect of the
number of Sirius Shares for which such Sirius Warrant was exercisable
immediately prior to the Effective Time. The exercise price was also adjusted in
accordance with the terms of the Merger Agreement and the Sirius Warrants to
$13.00.
The foregoing description of the Assumption Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the Assumption Agreement, which is filed as Exhibit 4.7 to this Current Report
on Form 8-K, and is incorporated by reference herein.
At the Effective Time, the Company issued a press release announcing the closing
of the Merger described above. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Following the Effective Time, the Company will no longer provide estimated net
returns on net investments managed by Third Point LLC for the current monthly
and year-to-date periods on its website.
Item 2.01   Completion of Acquisition or Disposition of Assets.


The information contained in Item 1.01 concerning the Merger is hereby incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


                 Off-Balance Sheet Arrangement of a Registrant.


As previously disclosed, on November 2, 2020, the Company entered into a three-year, $300.0 million senior unsecured revolving credit facility (the "Facility") with JPMorgan Chase Bank, N.A. as administrative agent. The Facility includes an option, subject to satisfaction of certain conditions including agreement of lenders representing greater than a majority of commitments, for the Company to request an extension by such lenders of the maturity date of the Facility by an additional 12 months. The Facility provides access to loans for working capital and general corporate purposes, and letters of credit to support obligations under insurance and reinsurance agreements, retrocessional agreements and for general corporate purposes. Loans and letters of credit under the Facility became available, subject to customary conditions precedent, upon the consummation of the Merger. The Facility is guaranteed by Sirius International Group, Ltd., Sirius International Holdings Ltd., Sirius, and subject to customary exceptions certain other material subsidiaries of the Company.

All borrowings under the Facility bear interest at a rate per annum equal to, at the option of the Company, (i) adjusted LIBOR plus an applicable margin ranging from 1.25% to 2.25%, or (ii) an alternate base rate plus an applicable margin ranging from 0.25% to 1.25%, in each case with the applicable margin determined based upon the Company's credit rating. The Facility is subject to an unused line fee on or after the Closing Date on the average daily undrawn commitments under the Facility, payable quarterly in arrears, of 0.20% to 0.40% per annum based upon the Company's credit rating.

The Facility is subject to customary representations and warranties, affirmative and negative covenants and events of default (including a change of control provision) that the Company considers customary for similar facilities. The Facility also includes financial covenants, including a minimum consolidated tangible net worth test, a maximum consolidated indebtedness to total consolidated capitalization ratio and a financial strength rating test.

The foregoing description of the Facility does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Facility, a copy of which is attached hereto as Exhibit 10.1, and is incorporated by reference herein. Item 3.02 Unregistered Sales of Equity Securities.

Sale of Common Shares to Third Point Opportunities Master Fund Ltd. and Daniel S. Loeb

--------------------------------------------------------------------------------

At the Effective Time, pursuant to the equity commitment letter by and among the Company, Third Point Opportunities Master Fund L.P. and Daniel S. Loeb, entered into on August 6, 2020 (the "Equity Commitment Letter"), Third Point Opportunities Master Fund L.P. purchased 6,093,842 Company Shares at a price per Company Share equal to $7.9828. The Company Shares issued pursuant to the Equity Commitment Letter were issued pursuant to exemptions from registration provided by Section 4(a)(2) or Regulation S of the Securities Act of 1933, as amended. Issuance of Series B Preference Shares to Preference Shareholders At the Effective Time, pursuant to the terms of the previously disclosed transaction agreement dated September 4, 2020 (the "Transaction Agreement"), by and among (i) the Company, (ii) Bain, (iii) Carlyle, (iv) Centerbridge and (v) Gallatin (together with Bain, Carlyle and Centerbridge, collectively, the "Preference Shareholders"), the Preference Shareholders exchanged their existing Series B preference shares of Sirius for 8,000,000 new Series B preference shares, par value $0.10, of the Company (the "Series B Preference Shares") with an aggregate liquidation preference of $200 million and $60 million in cash. The Company has agreed to use commercially reasonable efforts to have the Series B Preference Shares listed on the NYSE within 120 days from the Effective Time. Dividends on the Series B Preference Shares will be cumulative and payable quarterly in arrears at an initial rate of 8.00%. To the extent the Series B Preference Shares are not listed on the NYSE within 120 days of the Effective Time, the dividend rate will increase by 1.00%, unless the NYSE does not permit the Series B Preference Shares to be listed. The dividend rate will reset on each five-year anniversary of issuance at a rate equal to the 5-year U.S. treasury rate at such time plus 7.298%. The Series B Preference Shares are perpetual. The Series B Preference Shares will provide for redemption rights by the Company (i) in whole, or in part, on each five-year anniversary of issuance at 100%, (ii) in whole, but not in part, (a) upon certain rating agency events, at 102%, (b) upon certain capital disqualification events, at 100%, and (c) upon certain tax events, at 100%. The Preference Shareholders will have no voting rights under the Series B Preference Shares unless dividends have not been paid for six dividend periods, whether or not consecutive, in which case the holders of the Series B Preference Shares will have the right to elect two directors. Item 3.03 Material Modifications to Rights of Security Holders.

The information contained in Item 1.01 of this Current Report on Form 8-K, under the captions "CM Bermuda Investor Rights Agreement" and "Loeb Investor Rights Agreement" and the information contained in Item 5.03 of this Current Report on Form 8-K are hereby incorporated into this Item 3.03. Item 4.01 Changes in Registrant's Certifying Accountant.




(a) Resignation of Independent Registered Public Accounting Firm
On February 26, 2021, the Company received notification from its independent
registered public accounting firm, Ernst & Young Ltd. ("EY"), that it is
resigning as the Company's independent registered public accounting firm, with
effect upon the closing of the Merger.
EY's report on the Company's financial statements as of and for the year ended
December 31, 2020 and 2019, did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles.
During the years ended December 31, 2020 and 2019, there were no: (i)
disagreements with EY on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to
make reference to the subject matter of the disagreement in connection with its
report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation
S-K.
The Company provided EY with a copy of this Current Report on Form 8-K prior to
its filing with the Securities and Exchange Commission ("SEC") and requested
that EY furnish the Company with a letter addressed to the SEC stating whether
or not EY agrees with the above statements. The letter from EY is filed with
this Current Report on Form 8-K as Exhibit 16.1.
(b) Appointment of New Independent Registered Public Accounting Firm
On February 26, 2021, following the resignation of EY, the board of directors of
the Company filled the vacancy created by the resignation of EY with the
appointment of PricewaterhouseCoopers LLP ("PwC") to serve as the Company's
independent registered public accounting firm until the Company's Annual General
Meeting to be held later this year (the "2021 AGM"). The appointment of PwC for
the ensuing fiscal year for a term that will expire at the Company's Annual
General Meeting in 2022 will be subject to approval by the Company's
shareholders at the 2021 AGM.

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During the years ended December 31, 2020 and 2019, TPRE did not consult PwC with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on TPRE's financial statements, and no written report or oral advice was provided to Third Point Re by PwC that PwC concluded was an important factor considered by TPRE in reaching a decision as to the accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions to Item 304 of Regulation S-K under the Exchange Act, or a reportable event, as that term is described in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment


                 of Certain Officers; Compensatory Arrangements of Certain Officers.


Director Appointments
At the Effective Time, the Company announced the appointment of Rachelle C.
Keller, Sharon M. Ludlow, Franklin (Tad) Montross IV and Peter W.H. Tan to the
Board.
Ms. Keller previously served as a Managing Director for Citibank, NA ("Citi"),
the institutional division of the financial services multinational Citigroup,
from 2011 to her retirement in 2018, as Global Chief Operating Officer for
Prime, Futures and Securities services from 2014 to 2018, and as Global Head of
Costing and Analytics, from 2011 to 2013. From 2008 to 2011, Ms. Keller served
as Chief Financial Officer for the Institutional Product Group, the brokerage
division of Fidelity Investment LLC. Prior to that, Ms. Keller was Managing
Director at JP Morgan Chase & Co. and served in a variety of roles, including
Chief Financial Officer of Treasury & Securities services. Prior to joining JP
Morgan Chase & Co., Ms. Keller was a Certified Public Accountant at various
public accounting firms. She is a member of Arkansas State University's
Founder's Circle, where she graduated with a bachelor's degree in accounting.
Ms. Ludlow has more than 25 years of experience in the life & health and
property & casualty re-insurance industries. During the course of her career,
Ms. Ludlow served as President & CEO of the Canadian operations of Swiss Re and
as President of Aviva Insurance Company of Canada. Ms. Ludlow also advised
OMERS, one of Canada's largest defined benefit pension plans, on its global
investment strategy in the insurance sector. During her tenure in the life
insurance industry, Sharon played a key role in the demutualization and IPO of
Canada Life Financial (now owned by Great West Life). In addition, Ms. Ludlow,
along with her co-founders, launched Kanetix, Canada's first online insurance
marketplace. Ms. Ludlow served the insurance industry as a director on the
boards of Insurance Bureau of Canada, Canadian Life & Health Association,
Institute for Catastrophic Loss Reduction and as Chair of the board of the
Reinsurance Research Council. Ms. Ludlow currently serves on the boards of Green
Shield Canada and EIS Group. Ms. Ludlow joined the Lombard International Board
of Directors in January 2019 and chairs the Audit and Risk Committee. Ms. Ludlow
is a Chartered Professional Accountant/Chartered Accountant (CPA, CA Canada) and
holds a Bachelor of Commerce degree from the University of Toronto. She is also
a graduate of the Corporate Directors program at Rotman School of Management,
University of Toronto and holds an Institute of Corporate Directors designation
(ICD.D).
Mr. Montross is the former Chairman and Chief Executive Officer of General
Reinsurance ("Gen Re"), a Berkshire Hathaway owned company, and held
responsibility until 2016 for global underwriting policies, practices and
protocols, as well as its Actuarial and Risk Management areas. He began his
career with Gen Re in 1978 as a Casualty Facultative underwriter. Mr. Montross
held a number of positions of increasing responsibility, both in the United
States and internationally. In 1992 he was promoted to Chief Underwriter for the
Treaty business. In 2001, he became a member of Gen Re's Executive Committee and
the group's President and Chief Underwriting Officer, with management
responsibilities including Treaty underwriting, Actuarial and Claims. He was
promoted to Chief Executive Officer in early 2008. Mr. Montross graduated from
Harvard College, with a degree in Business Administration.
. . .

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