ContractInvestment Management Agreement • October 16th, 2023 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
INVESTMENT MANAGEMENT AGREEMENT (as amended, supplemented and/or otherwise modified from time to time, this ·'Agreement"), dated as of April 25, 2018, between DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC., a corporation organized under the laws of the State of Delaware and a U.S. registered investment adviser (the Manager''), and the client set forth on the signature page hereto (together with any other account entities listed in Schedule B attached hereto, the "Client").
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of March 6, 2024, by and between Craig Howie (“Executive”) and Hamilton Insurance Group, Ltd. (the “Company”). W I T N E S E T H: WHEREAS, the Parties acknowledge that the...Employment Agreement • March 7th, 2024 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance
SHAREHOLDERS AGREEMENT dated as of November 14, 2023 by and among HAMILTON INSURANCE GROUP, LTD. and THE PARTIES SET FORTH ON SCHEDULE A HERETOShareholders Agreement • March 7th, 2024 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance
HAMILTON INSURANCE GROUP, LTD. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 9th, 2023 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance
This Restricted Stock Unit Award Agreement (this “Agreement”), made as of this [__] day of [__] 202_ (the “Date of Grant”), by and between Hamilton Insurance Group, Ltd. (the “Company”) and [_____] (the “Participant”) pursuant to the Hamilton Insurance Group, Ltd. 2023 Equity Incentive Plan, as may be amended from time to time (the “Plan”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.
AMENDED & RESTATED DISCRETIONARY INVESTMENT MANAGEMENT AGREEMENTAgreement • October 16th, 2023 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance • England and Wales
THIS AGREEMENT (this “Agreement”) was originally effective on 2 November 2015 (“Effective Date”) and is hereby amended and restated as of 6 June 2018
and - SEPARATION AGREEMENT (with REAFFIRMATION AGREEMENT)Separation Agreement • October 16th, 2023 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance
(A)The Executive has been employed by the Company, or its Parent (Hamilton Insurance Group, Ltd.), or one of its affiliates since 23 December 2013, most recently as Chief Risk Officer of Hamilton Insurance Group pursuant to an Amended and Restated Employment Agreement dated 4 January 2021 (the “Employment Agreement”).
Execution Copy SHARE REPURCHASE AGREEMENT THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 8th day of May, 2024, by and among BSOF Master Fund L.P. and BSOF Master Fund II L.P. (each, a “Seller,” and collectively,...Execution Copy Share Repurchase Agreement • May 8th, 2024 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
Addendum A Notwithstanding the confidentiality provisions outlined in Section 6 of the Employment Agreement (“the Agreement”), nothing in the Agreement restricts or prohibits You or the Company from initiating communications directly with, responding...Hamilton Insurance Group, Ltd. • March 7th, 2024 • Fire, marine & casualty insurance
ContractReimbursement Agreement • March 7th, 2024 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance
Amendment and Restatement AgreementAssignment Agreement • October 16th, 2023 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance
relating to a facility agreement originally dated 7 November 2019 as amended and restated on 2 July 2020, 4 November 2020, 3 November 2021 and further amended and restated by this agreement
ContractReimbursement Agreement • March 7th, 2024 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance
ContractEleventh Amendment Agreement • March 7th, 2024 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance
INDEMNIFICATION AGREEMENT HAMILTON INSURANCE GROUP, LTD.Indemnification Agreement • October 16th, 2023 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
This Indemnification Agreement (this “Agreement”), made and entered into as of ________________, 2023, by and between Hamilton Insurance Group, Ltd., a Bermuda exempted company limited by shares (the “Company”), and [Peter Koffler] [Director/Officer] (“Indemnitee”).
Addendum A Notwithstanding the confidentiality provisions outlined in Section 8 of the Amended and Restated Employment Agreement (“the Agreement”), nothing in the Agreement restricts or prohibits You or the Company from initiating communications...Employment Agreement • March 7th, 2024 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance
Addendum A Notwithstanding the confidentiality provisions outlined in Section 12 of the Contract of Employment (“the Agreement”), nothing in the Agreement restricts or prohibits You or the Company from initiating communications directly with,...Hamilton Insurance Group, Ltd. • March 7th, 2024 • Fire, marine & casualty insurance
ContractTwelfth Amendment Agreement • March 7th, 2024 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance
ContractReimbursement Agreement • March 7th, 2024 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • October 16th, 2023 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
This AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of July 1, 2023 between TWO SIGMA HAMILTON FUND, LLC, a Delaware limited liability company (“Client”), and TWO SIGMA INVESTMENTS, LP, a Delaware limited partnership (“Investment Manager”).
ContractReimbursement Agreement • October 10th, 2024 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance
NINTH AMENDMENT AGREEMENTNinth Amendment Agreement • November 1st, 2023 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance
This NINTH AMENDMENT TO THIRD AMENDED AND RESTATED REIMBURSEMENT AGREEMENT dated as of July 5, 2023 (this “Amendment”) by and between HAMILTON RE, LTD., a Bermuda insurance and reinsurance company (the “Borrower”) and UBS AG, STAMFORD BRANCH (the “Issuing Lender”) amends the THIRD AMENDED AND RESTATED REIMBURSEMENT AGREEMENT dated as of August 30, 2017 as amended on October 27, 2017, October 30, 2018, May 7, 2019, October 16, 2019, October 30, 2019, October 29, 2020, October 28, 2021, and October 27, 2022 (the “Reimbursement Agreement”), as in effect on the date hereof.
REGISTRATION RIGHTS AGREEMENT by and among HAMILTON INSURANCE GROUP, LTD. and THE PARTIES SET FORTH ON SCHEDULE A HERETO Dated as of December 23, 2013Registration Rights Agreement • October 16th, 2023 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
reasonable manner. “ESTV Short Market Value” means, with respect to ESTV, the aggregate market value of short positions (exclusive of Excluded Positions) traded by ESTV corresponding to the Collateral Fund's direct and indirect investments in ESTV,...Reimbursement Agreement • March 7th, 2024 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance
TWO SIGMA HAMILTON FUND, LLC FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Amended and Restated as of July 1, 2023Limited Liability Company Agreement • October 16th, 2023 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance • Delaware
This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Two Sigma Hamilton Fund, LLC, a Delaware limited liability company (the “Company”), which was originally entered into as of January 1, 2014, amended and restated as of November 1, 2014 and further amended and restated as of November 30, 2017, February 23, 2018 and February 28, 2022, is hereby further amended and restated as of July 1, 2023.
HAMILTON INSURANCE GROUP, LTD. VALUE APPRECIATION POOL AWARD AGREEMENTAward Agreement • October 16th, 2023 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance
Amendment and Restatement AgreementAgreement • November 1st, 2023 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance
relating to a facility agreement originally dated 7 November 2019 as amended and restated on 2 July 2020, 4 November 2020, 3 November 2021, 1 November 2022 and further amended and restated by this agreement
THIRD AMENDED AND RESTATED REIMBURSEMENT AGREEMENTReimbursement Agreement • October 16th, 2023 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
This THIRD AMENDED AND RESTATED REIMBURSEMENT AGREEMENT (this “Agreement”), is dated as of August 30, 2017 and, amends and restates in its entirety the Second Amended and Restated Reimbursement Agreement dated as of December 2, 2016, among Hamilton Re, Ltd., (the “Borrower”) and UBS AG, Stamford Branch, as the issuing lender (such issuing lender or its successors or permitted assigns, the “Issuing Lender”), as amended on January 18, 2017 (the “Second Amended and Restated Reimbursement Agreement”).
CONTRACT OF EMPLOYMENTHamilton Insurance Group, Ltd. • October 16th, 2023 • Fire, marine & casualty insurance
This Amended and Restated Agreement contains the terms and conditions of your employment. It includes the statement required to be given to you under Section 1 Employment Rights Act 1996.
TENTH AMENDMENT AGREEMENTTenth Amendment Agreement • November 1st, 2023 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance
This TENTH AMENDMENT TO THIRD AMENDED AND RESTATED REIMBURSEMENT AGREEMENT dated as of October 26, 2023 (this “Amendment”) by and between HAMILTON RE, LTD., a Bermuda insurance and reinsurance company (the “Borrower”) and UBS AG, STAMFORD BRANCH (the “Issuing Lender”) amends the THIRD AMENDED AND RESTATED REIMBURSEMENT AGREEMENT dated as of August 30, 2017 as amended on October 27, 2017, October 30, 2018, May 7, 2019, October 16, 2019, October 30, 2019, October 29, 2020, October 28, 2021 October 27, 2022 and July 5, 2023 (the “Reimbursement Agreement”), as in effect on the date hereof.
Execution Version 769803820 21679863 SECOND AMENDMENT THIS SECOND AMENDMENT (this “Amendment”), dated as of August 12, 2024 amends the Letter of Credit Agreement, dated as of August 13, 2021 (as amended by the First Amendment dated as of August 11,...Second Amendment • August 12th, 2024 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance
●] Shares HAMILTON INSURANCE GROUP, LTD. Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2023 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
Hamilton Insurance Group, Ltd., a Bermuda corporation (the “Company”), and certain shareholders of the Company named in Schedule II attached hereto (the “Selling Shareholders”) severally propose to sell an aggregate of [●] of the Company’s Class B common shares (the “Firm Shares”), par value $0.01 per share (together with the Company’s outstanding Class A common shares and Class C common shares, the “Common Shares”). Of the [●] Firm Shares, [●] are being sold by the Company and [●] are being sold by the Selling Shareholders. In addition, the Selling Shareholders propose to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to [●] additional Common Shares on the terms set forth in Section 3 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares”. This Agreement is to confirm the agreement concerning the purchase of the Shares from th
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 16th, 2023 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of September 12, 2023, by and between Giuseppina C. Albo (“Executive”) and Hamilton Insurance Group, Ltd. (the “Company”).
ContractReimbursement Agreement • March 7th, 2024 • Hamilton Insurance Group, Ltd. • Fire, marine & casualty insurance
