Oxbridge Re Holdings Limited Up to $6,300,000 of Ordinary Shares (par value $0.001 per share) Equity Distribution AgreementEquity Distribution Agreement • September 30th, 2022 • OXBRIDGE RE HOLDINGS LTD • Fire, marine & casualty insurance • New York
Oxbridge Re Holdings Limited, a Cayman Islands exempted company (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as sales agent, ordinary shares, par value $0.001 per share (“Ordinary Shares”), of the Company having an aggregate offering price of up to $6,300,000 (the Ordinary Shares to be offered and sold subject to this Equity Distribution Agreement (this “Agreement”) being referred to herein as the “Shares”) on terms set forth herein. The Shares consist entirely of authorized but unissued Ordinary Shares to be issued and sold by the Company.
WARRANT AGREEMENTWarrant Agreement • May 28th, 2014 • OXBRIDGE RE HOLDINGS LTD • Fire, marine & casualty insurance • New York
This Warrant Agreement (this “Agreement”) is made as of March 26, 2014 (the “Issuance Date”) between Oxbridge Re Holdings Limited, a Cayman Islands exempted company, with offices at Landmark Square, Suite 1A, 64 Earth Close, P.O. Box 469, Grand Cayman, KY1-9006, Cayman Islands (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, with offices at 1717 Arch Street, Suite 1300, Philadelphia, Pennsylvania 19103 (the “Warrant Agent”).
OXBRIDGE RE HOLDINGS LIMITED Public Offering of Units Maximum: Units Minimum: Units SALES AGENCY AGREEMENTSales Agency Agreement • January 27th, 2014 • OXBRIDGE RE HOLDINGS LTD • Fire, marine & casualty insurance • New York
The undersigned, Oxbridge Re Holdings Limited, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with you (unless otherwise defined herein, the term “you” shall collectively refer to the Sales Agents) as follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 27th, 2014 • OXBRIDGE RE HOLDINGS LTD • Fire, marine & casualty insurance • Florida
THIS AGREEMENT, dated July 18, 2013, is by and between Oxbridge Re Holdings Limited (the “Company”), a Cayman corporation having its principal place of business at Landmark Sq, 1st Floor, 64 Earth Close, Grand Cayman, KY1-9006, and Sanjay Madhu (the “Executive”).
AmENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 2023 • OXBRIDGE RE HOLDINGS LTD • Fire, marine & casualty insurance
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of January 9, 2023 (the “Effective Date”), by and between Oxbridge Re Holdings Limited, a Cayman Islands exempted company (the “Company”), and Wrendon Timothy (“Executive”).
ADDENDUM TO OFFER OF EMPLOYMENTOXBRIDGE RE HOLDINGS LTD • August 15th, 2016 • Fire, marine & casualty insurance
This Addendum to Offer of Employment (“Addendum”) dated the day of August 1, 2015 is between Oxbridge Re Holdings Limited, a Cayman Islands corporation (“Oxbridge”), and Wrendon Timothy, an individual (“Executive”).
LEASELease • February 18th, 2014 • OXBRIDGE RE HOLDINGS LTD • Fire, marine & casualty insurance
Unless inconsistent with the context or subject matter or circumstances the following expressions have the following meanings:-
ESCROW AGREEMENTEscrow Agreement • January 27th, 2014 • OXBRIDGE RE HOLDINGS LTD • Fire, marine & casualty insurance • Virginia
This Escrow Agreement (this “Agreement”) is made and entered into as of the day of , 2014, by and among Oxbridge Re Holdings Limited, a Cayman Islands exempted company (the “Company”), SunTrust Bank, a Georgia banking corporation, and Capitol Securities Management, Inc., a Virginia corporation (“Capitol”), as representative of the several sales agents (individually and collectively, the “Sales Agent”) set forth in Schedule I of the Sales Agency Agreement, dated , 2014, by and between Oxbridge and Capitol, as such representative.
UNDERWRITING ADVISORY AGREEMENTUnderwriting Advisory Agreement • January 27th, 2014 • OXBRIDGE RE HOLDINGS LTD • Fire, marine & casualty insurance
This UNDERWRITING ADVISORY AGREEMENT (this “Agreement”) is made and effective January 19, 2014 (“Effective Date”), and is by and among Oxbridge Re Holdings Limited, a Cayman Islands exempted limited company (“Oxbridge”) and Resonant Consultants, Ltd., a British Virgin Islands limited company (“Advisor”). Oxbridge and Advisor are referred to collectively as the “Parties” and each individually a “Party.”
WARRANT AGREEMENTWarrant Agreement • January 27th, 2014 • OXBRIDGE RE HOLDINGS LTD • Fire, marine & casualty insurance • Florida
This is to certify that, for value received, [ ] (the “Holder”), or his, her or its successor, is the registered holder of [ ] ([ ]) warrants (“Warrants”), and is entitled, upon the due exercise hereof, at any time during the period commencing on the Commencement Date and terminating at 5:00 p.m., New York City time on the Termination Date (each as defined herein) to purchase, per Warrant, one (1) Ordinary Share of $0.001 (USD) par value (each share, a “Warrant Share” and collectively, the “Warrant Shares”) of Oxbridge Re Holdings Limited, a Cayman Islands exempted company limited by shares (the “Company”), subject to adjustment as provided herein, at a price per share as specified in Section 2 of this Warrant Agreement and to exercise the other rights, powers and privileges hereinafter provided, all on the terms and subject to the conditions specified herein.
OXBRIDGE RE HOLDINGS LIMITED January 28, 2014OXBRIDGE RE HOLDINGS LTD • February 18th, 2014 • Fire, marine & casualty insurance
This letter confirms that the Company has agreed that the exchange right set forth in Section 9(a) of your Warrant Agreement shall apply to any form of warrant to purchase Ordinary Shares that may be issued in an IPO by the Company and shall not be limited to warrants having a New Exercise Price that is less than the Exercise Price under your Warrant Agreement. In consideration of the Company agreeing to this change, you agree to execute any customary lock-up agreement that the Company requests you to execute in connection with an IPO. By signing this letter below, you also acknowledge that you if you do not exercise the exchange right in Section 9(a) of your Warrant Agreement by the deadline thereof (i.e., 180 days after trading of Oxbridge securities commences), then your warrants will not be publicly tradeable.
SURANCEPLUS HOLDINGS LTD. EQUITY INCENTIVE PLAN SHARE OPTION AWARD AGREEMENTShare Option Award Agreement • March 27th, 2024 • OXBRIDGE RE HOLDINGS LTD • Fire, marine & casualty insurance
You have been granted an option (the “Option”) to purchase ordinary shares of common equity of SurancePlus Holdings Ltd. (the “Company”), pursuant to the Company’s 2024 Equity Incentive Plan (the “Plan”) and this Share Option Award Agreement (the “Option Agreement”). Your Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement. Additional provisions regarding this Option and definitions of capitalized terms used and not defined in this Option Agreement can be found in the Plan.
AMENDMENT #1 TO WARRANT AGREEMENT BETWEEN OXBRIDGE RE HOLDINGS LIMITED AND BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., AS WARRANT AGENTWarrant Agreement • November 19th, 2018 • OXBRIDGE RE HOLDINGS LTD • Fire, marine & casualty insurance
THIS AMENDMENT #1, dated November 16, 2018 (“Amendment #1”), to the Warrant Agreement, dated as of March 26, 2014, (the “Warrant Agreement”), by and between Oxbridge Re Holdings Limited, a Cayman Islands exempted company (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as Warrant Agent (the “Warrant Agent”).
OXBRIDGE RE HOLDINGS LIMITED OMNIBUS INCENTIVE PLAN SHARE OPTION AWARD AGREEMENTShare Option Award Agreement • January 28th, 2015 • OXBRIDGE RE HOLDINGS LTD • Fire, marine & casualty insurance
You have been granted an option (the “Option”) to purchase ordinary shares of common equity of Oxbridge Re Holdings Limited (the “Company”), pursuant to the Company’s 2014 Omnibus Incentive Plan (the “Plan”) and this Share Option Award Agreement (the “Option Agreement”). Your Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement. Additional provisions regarding this Option and definitions of capitalized terms used and not defined in this Option Agreement can be found in the Plan.
LICENCE AGREEMENTLicence Agreement • January 27th, 2014 • OXBRIDGE RE HOLDINGS LTD • Fire, marine & casualty insurance
AMENDMENT #2 TO WARRANT AGREEMENT BETWEEN OXBRIDGE RE HOLDINGS LIMITED AND BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., AS WARRANT AGENTWarrant Agreement • February 2nd, 2024 • OXBRIDGE RE HOLDINGS LTD • Fire, marine & casualty insurance
THIS AMENDMENT #2, dated January 29, 2024 (“Amendment #2”), to the Warrant Agreement, dated as of March 26, 2014, as amended by Amendment #1 to the Warrant Agreement, dated as of November 16, 2018 (as amended by Amendment #1, the “Warrant Agreement”), by and between Oxbridge Re Holdings Limited, a Cayman Islands exempted company (the “Company”), and Broadridge Corporate Issuer Solutions, LLC (successor-in-interest to Broadridge Corporate Issuer Solutions, Inc.), a Pennsylvania limited liability company, as Warrant Agent (the “Warrant Agent”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 12th, 2021 • OXBRIDGE RE HOLDINGS LTD • Fire, marine & casualty insurance • New York
This SHARE PURCHASE AGREEMENT (the “Agreement”) is dated August 11, 2021 and is by and among OAC Sponsor Ltd., a Cayman Islands exempted company (the “Company” or “Sponsor”), and Oxbridge Reinsurance Limited (the “Buyer”). This Share Purchase Agreement amends, restates, and supersedes in its entirety any prior Share Purchase Agreement (if any) previously entered into between the Company and Buyer.
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • August 15th, 2016 • OXBRIDGE RE HOLDINGS LTD • Fire, marine & casualty insurance
This Addendum to Employment Agreement (“Addendum”) dated the day of July 19, 2016 is between Oxbridge Re Holdings Limited, a Cayman Islands corporation (“Oxbridge”), and Jay Madhu, an individual (“Executive”).
