Standard Contracts
GREENLIGHT CAPITAL RE, LTD. AND COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE SENIOR INDENTURE Dated as of [ ]Senior Indenture • June 22nd, 2012 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York
INDENTURE, dated as of [ ], by and between GREENLIGHT CAPITAL RE, LTD. a Cayman Islands exempted company (the “Issuer”), and COMPUTERSHARE TRUST COMPANY, N.A., a National Association, as trustee (the “Trustee”).
GREENLIGHT CAPITAL RE, LTD. AND COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE SUBORDINATED INDENTURE Dated as of [ ]Subordinated Indenture • June 22nd, 2012 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York
INDENTURE, dated as of [ ], by and between GREENLIGHT CAPITAL RE, LTD. a Cayman Islands exempted company (the “Issuer”), and COMPUTERSHARE TRUST COMPANY, N.A., a National Association, as trustee (the “Trustee”).
GREENLIGHT CAPITAL RE, LTD. 10,250,000 Class A Ordinary Shares UNDERWRITING AGREEMENT Dated: , 2007Underwriting Agreement • May 9th, 2007 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York
Greenlight Capital Re, Ltd., a company incorporated under the laws of the Cayman Islands as an exempted company limited by shares (the “Company”), proposes to sell 10,250,000 shares (the “Firm Shares”) of the Company’s Class A ordinary shares, par value $0.10 per share (the “Common Shares”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule A attached to this agreement (this “Agreement”) an option to purchase up to 1,537,500 additional Common Shares on the terms set forth in Section 2 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively referred to as the “Shares.” This is to confirm the agreement concerning the purchase of the Shares from the Company by the Underwriters. All stated dollar amounts are in U.S. dollars.
EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2012 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2024 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2011 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 27, 2011 by and among Greenlight Capital Re, Ltd. (the “Company”), Greenlight Reinsurance, Ltd. (the “Subsidiary”, and together with the Company, the “Employer”) and Barton Hedges (“Executive”).
RETENTION BONUS AGREEMENTRetention Bonus Agreement • August 5th, 2020 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
This Retention Bonus Agreement (this “Agreement”), dated as of May 4, 2020 (the “Effective Date”), is by and between Greenlight Reinsurance, Ltd. (the “Subsidiary”) and Brendan Barry (“Executive”) (each a “Party” and, collectively, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 7th, 2018 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
SECOND AMENDED AND RESTATED AGREEMENT by and among GREENLIGHT REINSURANCE, LTD., GREENLIGHT REINSURANCE IRELAND, LTD., GREENLIGHT CAPITAL RE, LTD. (for limited purposes) and DME ADVISORS, LLCAgreement • January 7th, 2014 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York
THIS SECOND AMENDED AND RESTATED AGREEMENT (the “Agreement”) is made as of this 1st day of January, 2014 by and among Greenlight Reinsurance, Ltd., incorporated under the laws of the Cayman Islands as an exempted company with limited liability and a holder of a Class D Insurer’s license issued in accordance with the terms of the Insurance Law, 2010, of the Cayman Islands (“Greenlight Re”), Greenlight Reinsurance Ireland, Ltd., Incorporated under the laws of Ireland as a non-life reinsurer in accordance with the provisions of the European Communities (Reinsurance) Regulation 2006 (“GRIL”) and DME Advisors, LLC, a Delaware limited liability company (“DME”), and, solely for the purposes set forth in Section 4.1(b) and (c), Greenlight Capital Re, Ltd. incorporated under the laws of the Cayman Islands as an exempted company with limited liability (“Greenlight Capital Re”);
GREENLIGHT CAPITAL RE, LTD. AMENDED AND RESTATED AMENDED AND RESTATED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 5th, 2020 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
This Amended and Restated Restricted Stock Award Agreement (the “Agreement”) is made, effective as of the 30th day of July 2020 (the “Effective Date”), between Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the “Company”) and Simon Burton (the “Grantee”).
BONUS AGREEMENTBonus Agreement • September 23rd, 2019 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
This Bonus Agreement (this “Agreement”), dated as of September 22, 2019 (the “Effective Date”), is by and among Greenlight Capital Re, Ltd. (the “Company”), Greenlight Reinsurance, Ltd. (the “Subsidiary” and, together with the Company, the “Employer”) and Simon Burton (the “Executive”) (each a “Party” and, collectively, the “Parties”).
GREENLIGHT CAPITAL RE, LTD. AMENDED AND RESTATED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 4th, 2020 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
This Restricted Stock Award Agreement (the “Agreement”) is made, effective as of the [•] day of [•], 20[•] (the “Grant Date”), between Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the “Company”) and [•] (the “Grantee”).
GREENLIGHT CAPITAL RE, LTD. AMENDED AND RESTATED STOCK AWARD AGREEMENTStock Award Agreement • May 3rd, 2022 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
This Stock Award Agreement (the “Agreement”) is made, effective as of the [●] day of [●], 20[●] (the “Grant Date”), between Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the “Company”), and [●] (the “Grantee”).
FORM OF DEED OF INDEMNITYDeed of Indemnity • January 16th, 2007 • Greenlight Capital Re, Ltd.
This Deed of Indemnity (this “Deed”) dated the _______ day of ____________, by and between Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the “Company”), and ____________, an individual (“Indemnitee”).
GREENLIGHT CAPITAL RE, LTD. AMENDED AND RESTATED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 23rd, 2019 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
This Restricted Stock Award Agreement (the “Agreement”) is made, effective as of the 22nd day of September 2019 (the “Grant Date”), between Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the “Company”) and Simon Burton (the “Grantee”).
SOLASGLAS INVESTMENTS, LP A Cayman Islands Exempted Limited Partnership Second Amended and Restated Exempted Limited Partnership Agreement Dated January 7, 2021, effective as of January 1, 2021Exempted Limited Partnership Agreement • January 12th, 2021 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
NEITHER SOLASGLAS INVESTMENTS, LP (THE “PARTNERSHIP”) NOR THE LIMITED PARTNERSHIP INTERESTS THEREIN HAVE BEEN OR WILL BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR THE SECURITIES LAWS OF ANY OF THE STATES OF THE UNITED STATES. THE OFFERING OF SUCH LIMITED PARTNERSHIP INTERESTS IS BEING MADE IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, FOR OFFERS AND SALES OF SECURITIES WHICH DO NOT INVOLVE ANY PUBLIC OFFERING, AND ANALOGOUS EXEMPTIONS UNDER STATE SECURITIES LAWS.
CREDIT AGREEMENT dated as of June 16, 2023 Among GREENLIGHT CAPITAL RE, LTD., as Borrower, THE OTHER LOAN PARTIES PARTY HERETO, THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and CIBC BANK USA, as Agent and Lead ArrangerCredit Agreement • June 22nd, 2023 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
THIS CREDIT AGREEMENT dated as of June 16, 2023 (this “Agreement”) is entered into among GREENLIGHT CAPITAL RE, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Borrower”), the other Loan Parties hereto, the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and CIBC BANK USA (in its individual capacity, “CIBC US”), as administrative agent for the Lenders.
GREENLIGHT CAPITAL RE, LTD. AMENDED AND RESTATED STOCK AWARD AGREEMENTStock Award Agreement • May 3rd, 2019 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
This Stock Award Agreement (the “Agreement”) is made, effective as of the [•] day of [•], 20[•] (the “Grant Date”), between Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the “Company”) and [•] (the “Grantee”).
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT among DME ADVISORS, LP, THE VENTURE AMONG GREENLIGHT REINSURANCE, LTD., GREENLIGHT REINSURANCE IRELAND, DESIGNATED ACTIVITY COMPANY, AND DME ADVISORS, LLC, GREENLIGHT REINSURANCE, LTD., GREENLIGHT...Investment Advisory Agreement • October 6th, 2016 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of September 30, 2016 and effective as of January 1, 2017, by and among DME ADVISORS, LP, a Delaware limited partnership (the “Investment Advisor”), the VENTURE AMONG GREENLIGHT REINSURANCE, LTD., GREENLIGHT REINSURANCE IRELAND, DESIGNATED ACTIVITY COMPANY AND DME ADVISORS, LLC (the “Venture”), GREENLIGHT REINSURANCE, LTD., GREENLIGHT REINSURANCE IRELAND, DESIGNATED ACTIVITY COMPANY and DME ADVISORS, LLC (each, a “Participant”, and collectively, the “Participants”).
GREENLIGHT CAPITAL RE, LTD. AMENDED AND RESTATED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 9th, 2007 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
This Restricted Stock Award Agreement (the “Agreement”) is made, effective as of the ___ day of ______, 20__ (the “Grant Date”), between Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the “Company”) and _____________ (the “Grantee”).
GREENLIGHT CAPITAL RE, LTD., as Issuer, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee INDENTURE Dated as of August 7, 2018 4.00% Convertible Senior Notes due 2023Indenture • August 7th, 2018 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York
INDENTURE, dated as of August 7, 2018 between GREENLIGHT CAPITAL RE, LTD., a Cayman Islands exempted company, as issuer (the “Company,” as more fully set forth in Section 1.01), and WILMINGTON SAVINGS FUND SOCIETY, FSB, a federal savings bank duly organized and existing under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
RETENTION BONUS AGREEMENTRetention Bonus Agreement • August 5th, 2020 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
This Retention Bonus Agreement (this “Agreement”), dated as of May 4, 2020 (the “Effective Date”), is by and between Greenlight Reinsurance, Ltd. (the “Subsidiary”) and Laura Accurso (“Executive”) (each a “Party” and, collectively, the “Parties”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 21st, 2018 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York
This AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 15, 2018 (the “Amendment Date”), is entered into by and between GREENLIGHT REINSURANCE, LTD. (the “Company”) and BRENDAN BARRY (the “Executive”).
CONCURRENT PRIVATE PLACEMENT STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 16th, 2007 • Greenlight Capital Re, Ltd. • New York
THIS CONCURRENT PRIVATE PLACEMENT STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 11th day of January, 2007, by and among Greenlight Capital Re, Ltd., a Cayman Islands exempted company with limited liability (the “Company”), and David Einhorn (“Investor”).
CONSULTING AGREEMENTConsulting Agreement • December 19th, 2016 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
THIS CONSULTING AGREEMENT (this “Agreement”), dated as of December 16, 2016 (the “Effective Date”), between Greenlight Capital Re, Ltd. and Greenlight Reinsurance, Ltd. (collectively, the “Company”), and Leonard Goldberg (“Consultant”).
MULTIPLE LINE QUOTA SHARE REINSURANCE AGREEMENT (hereinafter referred to as the “Agreement”) Between FIRST PROTECTIVE INSURANCE COMPANY Lake Mary, Florida (hereinafter referred to as the “Company”) and GREENLIGHT REINSURANCE, LTD. (hereinafter...Multiple Line Quota Share Reinsurance Agreement • May 7th, 2007 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York
June 14, 2010 Greenlight Reinsurance, Ltd.Letter of Credit Facility • August 2nd, 2010 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York
AMENDMENT TO EMPLOYMENT OFFEREmployment Agreement • March 9th, 2020 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
This Amendment (this "Amendment") to the Employment Offer dated March 23, 2009 between Greenlight Reinsurance, Ltd. (the "Company"), and Tom Curnock (the "Employee") (the "Employment Offer" attached hereto as Ex. A) is entered into this 31st day of October 2018. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Employment Offer.
THIRD AMENDED AND RESTATED AGREEMENT by and among GREENLIGHT REINSURANCE, LTD., GREENLIGHT REINSURANCE IRELAND, DESIGNATED ACTIVITY COMPANY, GREENLIGHT CAPITAL RE, LTD. (for limited purposes) DME ADVISORS, LLC and DME ADVISORS, LP (for limited purposes)Third Amended and Restated Agreement • October 6th, 2016 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York
GREENLIGHT CAPITAL RE, LTD. OPTION AGREEMENTOption Agreement • March 5th, 2024 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
This Option Agreement (this “Agreement”) is made and entered into as of the date of the grant of the Option set forth below (the “Date of Grant”) by and between Greenlight Capital Re, Ltd. (the “Company”), and the participant named below (“Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Greenlight Capital Re, Ltd. 2023 Omnibus Incentive Plan (the “Plan”).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF SOLASGLAS INVESTMENTS, LPExempted Limited Partnership Agreement • February 27th, 2019 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Exempted Limited Partnership Agreement of Solasglas Investments, LP (the “Partnership”) dated August 30, 2018 and effective as of September 1, 2018 (the “Partnership Agreement”) is entered into on this 26th day of February 2019 and effective as of September 1, 2018. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Partnership Agreement.
GREENLIGHT CAPITAL RE, LTD. AMENDED AND RESTATED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 3rd, 2022 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
This Restricted Stock Award Agreement (the “Agreement”) is made, effective as of the [●] day of [●], 20[●] (the “Grant Date”), between Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the “Company”), and [●] (the “Grantee”).
ContractAgreement • February 23rd, 2009 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF SOLASGLAS INVESTMENTS, LPExempted Limited Partnership Agreement • December 21st, 2022 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
This Amendment No. 1 (this “Amendment”) to the Second Amended and Restated Exempted Limited Partnership Agreement of Solasglas Investments, LP (the “Partnership”) dated January 7, 2021 and effective as of January 1, 2021 (the “Partnership Agreement”) is entered into on this 15th day of December 2022 and effective as of January 1, 2023. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Partnership Agreement.
LETTER OF CREDIT AGREEMENTLetter of Credit Facility Agreement • June 8th, 2007 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
