Kinsale Capital Group, Inc. [●] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 18th, 2016 • 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 representatives (the “Representatives”), an aggregate of [●] shares of common stock, par value $0.01 per share, of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [●] shares of common stock 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 [●] 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.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 18th, 2016 • Kinsale Capital Group, Inc. • Fire, marine & casualty insurance • Delaware
DIRECTOR NOMINATION AGREEMENT, dated as of , 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”).
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.
