WITNESSETHSupplemental Indenture • January 16th, 2007 • Validus Holdings LTD • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2017 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
Exhibit 1.1 VALIDUS HOLDINGS, LTD. 15,660,963 Common Shares PURCHASE AGREEMENT Dated: July , 2007 TABLE OF CONTENTSPurchase Agreement • July 5th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
Exhibit 10.3] ADVISORY AGREEMENT THIS ADVISORY AGREEMENT (the "Agreement") is made as of the 7th day of December, 2005, between Validus Holdings, Ltd. (including its successors and assigns, the "Company"), a company with limited liability organized...Advisory Agreement • January 16th, 2007 • Validus Holdings LTD • New York
ARTICLE 1 DEFINITIONSEmployment Agreement • March 9th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance
Exhibit 10.4] FORM OF [SERIES A][SERIES B] WARRANT(1) VALIDUS HOLDINGS, LTD. [SERIES A][SERIES B] WARRANT FOR THE PURCHASE OF COMMON STOCK OF VALIDUS HOLDINGS, LTD. NO. [A][B]-[_____] [SERIES A][SERIES B] WARRANT TO PURCHASE SHARES EQUAL TO HOLDER'S...Warrant Agreement • January 16th, 2007 • Validus Holdings LTD • New York
Exhibit 10.32 JUNIOR SUBORDINATED INDENTUREJunior Subordinated Indenture • July 5th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
ARTICLE 1 DEFINITIONSEmployment Agreement • March 9th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance
Dated May 2007Share Sale Agreement • July 5th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance
ARTICLE 1 DEFINITIONSEmployment Agreement • March 9th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance
Exhibit 10.27 VALIDUS HOLDINGS, LTD. AMENDED AND RESTATED RESTRICTED SHARE AGREEMENT THIS AMENDED AND RESTATED AGREEMENT, dated as of February 4, 2006, between Validus Holdings, Ltd. (the "Company"), a Bermuda corporation, and George Reeth (the...Restricted Share Agreement • March 9th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance
Exhibit 10.28 VALIDUS HOLDINGS, LTD. STOCK OPTION AGREEMENT AGREEMENT, made and entered into this 4th day of February, 2006 by and between Validus Holdings, Ltd. (the "Company"), a Bermuda corporation, and Edward Noonan (the "Option Holder"). WHEREAS,...Stock Option Agreement • March 9th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance
VALIDUS HOLDINGS, LTD. (a Bermuda holding company) Underwriting AgreementUnderwriting Agreement • January 26th, 2010 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
Validus Holdings, Ltd., an exempted company incorporated in Bermuda as a holding company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Goldman, Sachs & Co. is acting as representative (the “Representative”), an aggregate of $250,000,000 principal amount of 8.875% Notes due 2040 of the Company (the “Securities”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2016 • Validus Holdings LTD • Fire, marine & casualty insurance
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of May 18, 2016 (the “Start Date”) between Validus Holdings, Ltd. (the “Company”), Patrick Boisvert (the “Executive”).
Exhibit 10.26 VALIDUS HOLDINGS, LTD. AMENDED AND RESTATED RESTRICTED SHARE AGREEMENT THIS AMENDED AND RESTATED AGREEMENT, dated as of February 4, 2006, between Validus Holdings, Ltd. (the "Company"), a Bermuda corporation, and Edward Noonan (the...Restricted Share Agreement • March 9th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance
Exhibit 10.29 VALIDUS HOLDINGS, LTD. STOCK OPTION AGREEMENT AGREEMENT, made and entered into this 4th day of February, 2006 by and between Validus Holdings, Ltd. (the "Company"), a Bermuda corporation, and George Reeth (the "Option Holder"). WHEREAS,...Stock Option Agreement • March 9th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance
ARTICLE 1 DEFINITIONSEmployment Agreement • March 9th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance
ContractWarrant Agreement • November 30th, 2012 • Validus Holdings LTD • Fire, marine & casualty insurance
NEITHER THIS WARRANT NOR THE SHARES OF VALIDUS HOLDINGS, LTD. (THE “COMPANY”) ISSUABLE UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE REGISTERED HOLDER OF THIS WARRANT HAS AGREED THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER THIS WARRANT EXCEPT TO AFFILIATES AND THAT NO SALE, PLEDGE OR OTHER TRANSFER OF THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE MADE WITHOUT REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS THE HOLDER SHALL DELIVER TO THE COMPANY AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2008 • Validus Holdings LTD • Fire, marine & casualty insurance
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment”) dated as of October ___, 2008 (“Amendment Effective Date”) between Validus Holdings, Ltd. (the “Company”) and Edward Noonan (the “Executive”).
DATED AS OFShareholders Agreement • January 16th, 2007 • Validus Holdings LTD • New York
VOTING AGREEMENT BY AND BETWEEN IPC HOLDINGS, LTD. AND VESTAR AIV HOLDINGS A L.P., VESTAR AIV EMPLOYEES VALIDUS LTD., AND VESTAR AIV HOLDINGS B L.P. Dated as of July 9, 2009Voting Agreement • August 3rd, 2009 • Validus Holdings LTD • Fire, marine & casualty insurance
This VOTING AGREEMENT (this “Agreement”) is entered into as of July 9, 2009, by and among IPC Holdings, Ltd., a Bermuda exempted company (“IPC”) and Vestar AIV Holdings A L.P., Vestar AIV Employees Validus Ltd., and Vestar AIV Holdings B L.P. (each a “Shareholder” and collectively, the “Shareholders”).
DEPOSIT AGREEMENT Dated June 20, 2017 VALIDUS HOLDINGS, LTD. AS ISSUER, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS DEPOSITARY,Deposit Agreement • June 20th, 2017 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
DEPOSIT AGREEMENT, dated June 20, 2017 among VALIDUS HOLDINGS, LTD., a Bermuda exempted company (the “Company”), COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered national association (the “Trust Company”), jointly as Depositary (as hereinafter defined), the Trust Company, as Registrar (as hereinafter defined) and Transfer Agent (as hereinafter defined), and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.
Dated 17th July 2007 TALBOT UNDERWRITING SERVICES LTD - and - Charles Neville Rupert Atkin SERVICE AGREEMENTService Agreement • March 6th, 2008 • Validus Holdings LTD • Fire, marine & casualty insurance • England
VALIDUS HOLDINGS, LTD. RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • August 5th, 2016 • Validus Holdings LTD • Fire, marine & casualty insurance
THIS AGREEMENT, made and entered into on the date of the Grant Letter, by and between Validus Holdings, Ltd. (the “Company”), a Bermuda corporation, and the individual listed in the Grant Letter as Participant (the “Participant”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • November 30th, 2012 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) is dated as of November 30, 2012, among FLAGSTONE REINSURANCE HOLDINGS (BERMUDA) LIMITED, a Bermuda exempted company (the “Successor Company”), FLAGSTONE REINSURANCE HOLDINGS, S.A., a Luxembourg société anonyme, as successor in interest to Flagstone Reinsurance Holdings Limited (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • August 5th, 2016 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) is dated as of July 13, 2016 between VALIDUS REINSURANCE, LTD., a Bermuda exempted company (“Validus Re” or the “New Issuer”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION), as trustee under the Indenture referred to below (the “Trustee”).
AGREEMENT AND PLAN OF AMALGAMATION Dated as of July 9, 2009 Among IPC HOLDINGS, LTD., VALIDUS HOLDINGS, LTD. And VALIDUS LTD.Amalgamation Agreement • July 9th, 2009 • Validus Holdings LTD • Fire, marine & casualty insurance
AGREEMENT AND PLAN OF AMALGAMATION, dated as of July 9, 2009 (this “Agreement”), among IPC HOLDINGS, LTD., a Bermuda exempted company (“IPC”), VALIDUS HOLDINGS, LTD., a Bermuda exempted company (“Validus”) and VALIDUS LTD., a Bermuda exempted company and a wholly owned subsidiary of Validus (“Amalgamation Sub”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • November 30th, 2012 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) is dated as of November 30, 2012, among VALIDUS UPS, LTD., a Bermuda exempted company (the “Successor Company”), VALIDUS HOLDINGS, LTD., a Bermuda exempted company (the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).
FOUR-YEAR UNSECURED REVOLVING CREDIT AND LETTER OF CREDIT FACILITY AGREEMENT dated as of March 9, 2012 among VALIDUS HOLDINGS, LTD., VALIDUS REINSURANCE, LTD., VALIDUS RE AMERICAS, LTD., PACRE, LTD., VARIOUS DESIGNATED SUBSIDIARY ACCOUNT PARTIES, The...Unsecured Revolving Credit and Letter of Credit Facility Agreement • March 13th, 2012 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
FOUR-YEAR UNSECURED REVOLVING CREDIT AND LETTER OF CREDIT FACILITY AGREEMENT dated as of March 9, 2012 among VALIDUS HOLDINGS, LTD., a holding company organized under the laws of Bermuda (the “Company”), VALIDUS REINSURANCE, LTD., a reinsurance company organized under the laws of Bermuda and a wholly-owned subsidiary of the Company (“Validus Re”), VALIDUS RE AMERICAS, LTD., a reinsurance company organized under the laws of Bermuda and a wholly-owned subsidiary of the Company (“Validus Americas”), PACRE, LTD., a reinsurance company organized under the laws of Bermuda (“Pac Re”), the other Designated Subsidiary Account Parties (as hereinafter defined) from time to time party hereto, the lenders from time to time party hereto (each, a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, DEUTSCHE BANK SECURITIES INC., as Syndication Agent and LLOYDS SECURITIES INC. and SUNTRUST BANK, as Co-Documentation Agents. Unless otherwise defined herein, all
SUBSCRIPTION AGREEMENTSubscription Agreement • February 28th, 2018 • Validus Holdings LTD • Fire, marine & casualty insurance
REPURCHASE AGREEMENTRepurchase Agreement • November 5th, 2010 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
This REPURCHASE AGREEMENT (this “Agreement”) is entered into as of November 4, 2010, by and between Validus Holdings, Ltd, a Bermuda exempted company (the “Company”), and the entities listed on Schedule A hereto (“Sellers”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2013 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
EMPLOYMENT AGREEMENT (“Agreement”) dated as of 2 April 2013 between Validus America, Inc., a Delaware corporation (the “Company”), and Romel Salam (the “Executive”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 22nd, 2018 • Validus Holdings LTD • Fire, marine & casualty insurance • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 21, 2018, among Validus Holdings, Ltd., a Bermuda exempted company (the “Company”), American International Group, Inc., a Delaware corporation (“Parent”), and Venus Holdings Limited, a Bermuda exempted company and a wholly owned Subsidiary of Parent (“Merger Sub”).
VALIDUS HOLDINGS, LTD. RESTRICTED SHARE AGREEMENTRestricted Share Agreement • March 6th, 2008 • Validus Holdings LTD • Fire, marine & casualty insurance
WHEREAS, the Employee has been granted the following award under the Company’s 2005 Amended and Restated Long Term Incentive Plan (the “Plan”);
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2015 • Validus Holdings LTD • Fire, marine & casualty insurance
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment”) dated as of March 12, 2015 between Validus Services (Bermuda), Ltd., a Bermuda corporation (the “Company”), and Mr. Kean Driscoll (the “Executive”).
