REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2024 • Bowhead Specialty Holdings Inc. • Fire, marine & casualty insurance • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of this 28th day of May, 2024 among Bowhead Specialty Holdings Inc., a Delaware corporation (the “Company”), the persons listed on Schedule A hereto and any person who becomes a party hereto pursuant to Section 7(e) (such persons collectively, in their capacities as holders of Registrable Securities (as defined below), the “Holders” and each a “Holder”, including (i) GPC Fund (as defined below) and (ii) AFMIC (as defined below) and, together with GPC Fund, the “Institutional Holders”).
Amended and Restated Managing General Agency Agreement between Midvale Indemnity Company and Bowhead Specialty Underwriters, Inc. Dated as of May 23, 2024Managing General Agency Agreement • August 8th, 2024 • Bowhead Specialty Holdings Inc. • Fire, marine & casualty insurance
AMENDED AND RESTATED INSURANCE TRUST AGREEMENTInsurance Trust Agreement • August 8th, 2024 • Bowhead Specialty Holdings Inc. • Fire, marine & casualty insurance
This Amended and Restated Insurance Trust Agreement (the “Agreement”) is among Bowhead Insurance Company, Inc., a corporation organized under the laws of Wisconsin (the “Grantor”), American Family Mutual Insurance Company, S.I., a corporation organized under the laws of Wisconsin (the “Beneficiary”), and U.S. Bank National Association, as trustee (the “Bank”); and
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2024 • Bowhead Specialty Holdings Inc. • Fire, marine & casualty insurance • New York
This AGREEMENT (this “Agreement”) is made as of May 22, 2024, to be effective as of the closing date of the Company’s initial public offering or, if earlier, a Change in Control (as defined below) (the “Effective Date”), by and between Bowhead Specialty Holdings Inc. (the “Company”), and Stephen J. Sills (the “Executive”) (collectively, the “Parties”).
BOARD NOMINEE AGREEMENTBoard Nominee Agreement • August 8th, 2024 • Bowhead Specialty Holdings Inc. • Fire, marine & casualty insurance • Delaware
This BOARD NOMINEE AGREEMENT (this “Agreement”), dated as of May 23, 2024, is entered into by and between Bowhead Specialty Holdings Inc., a Delaware corporation (the “Company”), and GPC Partners Investments (SPV III) LP, a Delaware limited partnership (“GP”) (the Company and GP, each a “Party” and together, the “Parties”). Capitalized terms used herein shall have the meanings set forth in Section 2 of this Agreement.
COMMON STOCK PURCHASE WARRANT BOWHEAD SPECIALTY HOLDINGS INC.Common Stock Purchase Warrant • August 8th, 2024 • Bowhead Specialty Holdings Inc. • Fire, marine & casualty insurance • Delaware
This COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, American Family Mutual Insurance Company, S.I., a Wisconsin corporation (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, to purchase from Bowhead Specialty Holdings Inc., a Delaware corporation (the “Company”), (i) up to 1,614,250 shares of Common Stock (as defined below) and (ii) if applicable, up to 56,471 additional shares of Common Stock to the extent the underwriters’ overallotment option in the initial public offering of the Company (the “Over-allotment Option”) is exercised (subject to any adjustments pursuant to Section 3 hereof, clauses (i) and (ii) collectively, the “Warrant Shares”), which represent the number of shares of Common Stock that would constitute five percent (5%) of all issued and outstanding shares of Common Stock on a Fully Diluted basis as of the Issuance Date or, if applicable, the date of the
INVESTOR MATTERS AGREEMENTInvestor Matters Agreement • August 8th, 2024 • Bowhead Specialty Holdings Inc. • Fire, marine & casualty insurance • Delaware
THIS INVESTOR MATTERS AGREEMENT (this “Agreement”) dated as of May 23, 2024, is by and between Bowhead Specialty Holdings Inc., a Delaware corporation (the “Company”), and American Family Mutual Insurance Company, S.I., a Wisconsin corporation (the “Investor”) (the Company and the Investor, each a “Party” and together, the “Parties”). Capitalized terms used herein shall have the meanings set forth in Section 5 of this Agreement.
AMENDED AND RESTATED QUOTA SHARE REINSURANCE AGREEMENT100% Quota Share Reinsurance Agreement • August 8th, 2024 • Bowhead Specialty Holdings Inc. • Fire, marine & casualty insurance
THIS AMENDED AND RESTATED QUOTA SHARE REINSURANCE AGREEMENT (this “Agreement”) is made and entered into as of the 23rd day of May, 2024 (the “Date of Determination”) with effect as at 12:01 a.m. Eastern Standard Time, on November 1, 2020 (the “Effective Date”), by and between American Family Mutual Insurance Company, S.I. (the “Company”) and Bowhead Insurance Company, Inc. (the “Reinsurer”);
