Kinsale Capital Group, Inc. 270,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • August 7th, 2020 • Kinsale Capital Group, Inc. • Fire, marine & casualty insurance • New York
Kinsale Capital Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 270,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and proposes to sell, at the option of the Underwriters, up to an additional 40,500 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
Kinsale Capital Group, Inc. 3,302,736 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • May 5th, 2017 • Kinsale Capital Group, Inc. • Fire, marine & casualty insurance • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Kinsale Capital Group, Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 3,302,736 shares of common stock, par value $0.01 per share, of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional 495,409 shares of common stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 18th, 2016 • Kinsale Capital Group, Inc. • Fire, marine & casualty insurance • Delaware
This Indemnification Agreement, dated as of [●], 2016 (this “Agreement”), is entered into between Kinsale Capital Group, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
KINSALE CAPITAL GROUP, INC. EXECUTIVE AND TEAM MEMBER STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2016 Omnibus Incentive Plan)Stock Option Agreement • July 18th, 2016 • Kinsale Capital Group, Inc. • Fire, marine & casualty insurance • Delaware
Congratulations! As a key leader in our business, you are in a position to have significant influence on the performance and success of the Kinsale Capital Group, Inc. (the “Company”). I am pleased to inform you that, in recognition of the role you play in our collective success, you have been granted an option to purchase shares of the Company’s common stock. This award is subject to the terms and conditions of the Kinsale Capital Group, Inc. 2016 Omnibus Incentive Plan, this Grant Notice, and the following Stock Option Agreement. The details of this award are indicated below.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2016 • Kinsale Capital Group, Inc. • Fire, marine & casualty insurance • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of August 2, 2016 (this "Agreement"), is by and among Kinsale Capital Group, Inc. (as successor to Kinsale Capital Group, Ltd.), a Delaware corporation (the "Company"), Moelis Capital Partners Opportunity Fund I, LP (as successor to MCP I (Kinsale), L.P.), a Delaware limited partnership ("MCP I"), Moelis Capital Partners Opportunity Fund I-A, LP, a Delaware limited partnership ("MCP I-A" and, together with MCP I, "Moelis"), Virginia Capital Private Equity, LP (as successor to Virginia Capital SBIC, LP), a Virginia limited partnership ("VCPE"), and the other investors listed on Schedule 1 hereto (each a "Virginia Capital Purchaser" and, together with VCPE, "Virginia Capital"), M.P. Kehoe, LLC, a Virginia limited liability company, and the other investors listed on Schedule 2 hereto. Each of MCP I, MCP I-A, VCPE, each Virginal Capital Purchaser, M.P. Kehoe, LLC, each other investor listed on Schedule 2 and any other Person
KINSALE MANAGEMENT, INC. EMPLOYMENT AND ARBITRATION AGREEMENTEmployment Agreement • July 1st, 2016 • Kinsale Capital Group, Inc. • Fire, marine & casualty insurance • Delaware
THIS AGREEMENT is dated and effective as of June 4, 2009, between Kinsale Management, Inc. (the “Company”) and Michael P. Kehoe (“Executive”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • September 7th, 2016 • Kinsale Capital Group, Inc. • Fire, marine & casualty insurance • Delaware
DIRECTOR NOMINATION AGREEMENT, dated as of July 28, 2016 (this “Agreement”), by and among Kinsale Capital Group, Inc., a Delaware corporation (the “Company”), Moelis Capital Partners Opportunity Fund I, L.P. and Moelis Capital Partners Opportunity Fund I-A, L.P. (collectively, together with their respective Permitted Transferees, the “Moelis Funds”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of June 28, 2016 by and between KINSALE CAPITAL GROUP, INC. as Borrower,Loan and Security Agreement • September 7th, 2016 • Kinsale Capital Group, Inc. • Fire, marine & casualty insurance • Arkansas
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of June 28, 2016 (as amended, restated, supplemented or modified from time to time, this “Agreement”), is entered into by KINSALE CAPITAL GROUP, INC., a Delaware corporation formerly incorporated in the Islands of Bermuda under the name Kinsale Capital Group, Ltd, as successor by merger with Kinsale Capital Group, Inc., a Delaware corporation (the “Borrower”), KINSALE MANAGEMENT, INC., a Delaware corporation (“Kinsale Management”), ASPERA INSURANCE SERVICES, INC., a Virginia corporation (“Aspera”), the other Loan Parties from time to time party hereto, and THE PRIVATEBANK AND TRUST COMPANY (the “Lender”).
AMENDMENT NO. 2 Dated as of October 22, 2024 to AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 24th, 2024 • Kinsale Capital Group, Inc. • Fire, marine & casualty insurance • New York
THIS AMENDMENT NO. 2 (this “Amendment”) is made as of October 22, 2024, by and among Kinsale Capital Group, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (the “Administrative Agent”), under that certain Amended and Restated Credit Agreement dated as of July 22, 2022 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among the Borrower, the Lenders from time to time party thereto, the Administrative Agent and Truist Bank, as syndication agent. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
SECOND AMENDMENT TO THE NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • October 24th, 2024 • Kinsale Capital Group, Inc. • Fire, marine & casualty insurance • New York
This Second Amendment to the Note Purchase and Private Shelf Agreement (this “Amendment”), is made and entered into as of October 22, 2024, by and among Kinsale Capital Group, Inc., a Delaware corporation (the “Company”), PGIM, Inc. (“Prudential”) and the other holders of Notes (as defined in the Note Agreement defined below) that are signatories hereto (together with their successors and assigns, the “Noteholders”).
AMENDMENT NO. 1 Dated as of September 18, 2023 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 22, 2022Credit Agreement • September 18th, 2023 • Kinsale Capital Group, Inc. • Fire, marine & casualty insurance • New York
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of September 18, 2023, by and among Kinsale Capital Group, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (the “Administrative Agent”), under that certain Amended and Restated Credit Agreement dated as of July 22, 2022 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among the Borrower, the Lenders from time to time party thereto, the Administrative Agent and Truist Bank, as syndication agent. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
KINSALE CAPITAL GROUP, INC. DIRECTOR STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2016 Omnibus Incentive Plan)Director Stock Option Agreement • July 18th, 2016 • Kinsale Capital Group, Inc. • Fire, marine & casualty insurance • Delaware
THIS STOCK OPTION AGREEMENT (together with the above grant notice (the “Grant Notice”), the “Agreement”) is made and entered into as of the date set forth on the Grant Notice by and between Kinsale Capital Group, Inc., a Delaware corporation (the “Company”), and the individual (the “Optionee”) set forth on the Grant Notice.
Amendment to Outstanding Awards under the Kinsale Capital Group Inc. 2016 Omnibus Incentive PlanAmendment to Outstanding Awards Under the Kinsale Capital Group Inc. 2016 Omnibus Incentive Plan • February 28th, 2019 • Kinsale Capital Group, Inc. • Fire, marine & casualty insurance
This amendment (the “Amendment”), dated as of December 31, 2018, hereby amends the Kinsale Capital Group Inc. 2016 Omnibus Incentive Plan (the “Plan”) and each restricted stock award agreement and stock option award agreement evidencing a currently outstanding restrict stock award or stock option award (each, an “Award”) under the Plan as follows:
FIRST AMENDMENT TO THE NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • September 18th, 2023 • Kinsale Capital Group, Inc. • Fire, marine & casualty insurance • New York
This First Amendment to the Note Purchase and Private Shelf Agreement (this “Amendment”), is made and entered into as of September 18, 2023, by and among Kinsale Capital Group, Inc., a Delaware corporation (the “Company”), PGIM, Inc. (“Prudential”) and the other holders of Notes (as defined in the Note Agreement defined below) that are signatories hereto (together with their successors and assigns, the “Noteholders”).
