Dated May 2007Validus Holdings LTD • July 5th, 2007 • Fire, marine & casualty insurance
UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2017 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
Exhibit 10.3] ADVISORY AGREEMENT THIS ADVISORY AGREEMENT (the "Agreement") is made as of the 7th day of December, 2005, between Validus Holdings, Ltd. (including its successors and assigns, the "Company"), a company with limited liability organized...Advisory Agreement • January 16th, 2007 • Validus Holdings LTD • New York
Exhibit 10.4] FORM OF [SERIES A][SERIES B] WARRANT(1) VALIDUS HOLDINGS, LTD. [SERIES A][SERIES B] WARRANT FOR THE PURCHASE OF COMMON STOCK OF VALIDUS HOLDINGS, LTD. NO. [A][B]-[_____] [SERIES A][SERIES B] WARRANT TO PURCHASE SHARES EQUAL TO HOLDER'S...Validus Holdings LTD • January 16th, 2007 • New York
Dated May 2007Validus Holdings LTD • June 5th, 2007 • Fire, marine & casualty insurance
Exhibit 1.1 VALIDUS HOLDINGS, LTD. 15,660,963 Common Shares PURCHASE AGREEMENT Dated: July , 2007 TABLE OF CONTENTSPurchase Agreement • July 5th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
WITNESSETHFirst Supplemental Indenture • January 16th, 2007 • Validus Holdings LTD • New York
andAgreement • June 5th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance • England and Wales
Exhibit 10.32 JUNIOR SUBORDINATED INDENTUREIndenture • July 5th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
DATED AS OFShareholders' Agreement • January 16th, 2007 • Validus Holdings LTD • New York
ARTICLE 1 DEFINITIONSEmployment Agreement • March 9th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance
Exhibit 10.26 VALIDUS HOLDINGS, LTD. AMENDED AND RESTATED RESTRICTED SHARE AGREEMENT THIS AMENDED AND RESTATED AGREEMENT, dated as of February 4, 2006, between Validus Holdings, Ltd. (the "Company"), a Bermuda corporation, and Edward Noonan (the...Restricted Share Agreement • March 9th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance
ARTICLE 1 DEFINITIONSEmployment Agreement • March 9th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance
ARTICLE 1 DEFINITIONSEmployment Agreement • March 9th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance
ARTICLE 1 DEFINITIONSEmployment Agreement • March 9th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance
Exhibit 10.21] [Form for Employees Without Garden Leave Forms of Employment Agreement] VALIDUS HOLDINGS, LTD. STOCK OPTION AGREEMENT AGREEMENT, made and entered into this ___ day of _________, 2006 by and between Validus Holdings, Ltd. (the...Option Agreement • January 16th, 2007 • Validus Holdings LTD
betweenValidus Holdings LTD • January 16th, 2007 • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2016 • Validus Holdings LTD • Fire, marine & casualty insurance
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of May 18, 2016 (the “Start Date”) between Validus Holdings, Ltd. (the “Company”), Patrick Boisvert (the “Executive”).
Exhibit 10.29 VALIDUS HOLDINGS, LTD. STOCK OPTION AGREEMENT AGREEMENT, made and entered into this 4th day of February, 2006 by and between Validus Holdings, Ltd. (the "Company"), a Bermuda corporation, and George Reeth (the "Option Holder"). WHEREAS,...Stock Option Agreement • March 9th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance
dated as ofAgreement • April 10th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
VALIDUS HOLDINGS, LTD. (a Bermuda holding company) Underwriting AgreementUnderwriting Agreement • January 26th, 2010 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
Validus Holdings, Ltd., an exempted company incorporated in Bermuda as a holding company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Goldman, Sachs & Co. is acting as representative (the “Representative”), an aggregate of $250,000,000 principal amount of 8.875% Notes due 2040 of the Company (the “Securities”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2008 • Validus Holdings LTD • Fire, marine & casualty insurance
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment”) dated as of October ___, 2008 (“Amendment Effective Date”) between Validus Holdings, Ltd. (the “Company”) and Edward Noonan (the “Executive”).
ContractValidus Holdings LTD • November 30th, 2012 • Fire, marine & casualty insurance
NEITHER THIS WARRANT NOR THE SHARES OF VALIDUS HOLDINGS, LTD. (THE “COMPANY”) ISSUABLE UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE REGISTERED HOLDER OF THIS WARRANT HAS AGREED THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER THIS WARRANT EXCEPT TO AFFILIATES AND THAT NO SALE, PLEDGE OR OTHER TRANSFER OF THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE MADE WITHOUT REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS THE HOLDER SHALL DELIVER TO THE COMPANY AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED.
Exhibit 10.28 VALIDUS HOLDINGS, LTD. STOCK OPTION AGREEMENT AGREEMENT, made and entered into this 4th day of February, 2006 by and between Validus Holdings, Ltd. (the "Company"), a Bermuda corporation, and Edward Noonan (the "Option Holder"). WHEREAS,...Stock Option Agreement • March 9th, 2007 • Validus Holdings LTD • Fire, marine & casualty insurance
VOTING AGREEMENT BY AND BETWEEN IPC HOLDINGS, LTD. AND VESTAR AIV HOLDINGS A L.P., VESTAR AIV EMPLOYEES VALIDUS LTD., AND VESTAR AIV HOLDINGS B L.P. Dated as of July 9, 2009Voting Agreement • August 3rd, 2009 • Validus Holdings LTD • Fire, marine & casualty insurance
This VOTING AGREEMENT (this “Agreement”) is entered into as of July 9, 2009, by and among IPC Holdings, Ltd., a Bermuda exempted company (“IPC”) and Vestar AIV Holdings A L.P., Vestar AIV Employees Validus Ltd., and Vestar AIV Holdings B L.P. (each a “Shareholder” and collectively, the “Shareholders”).
AMENDMENT NO. 1Credit Facility Agreement • July 18th, 2018 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
FIVE-YEAR SECURED LETTER OF CREDIT FACILITY AGREEMENT dated as of December 9, 2015 among VALIDUS HOLDINGS, LTD., a holding company organized under the laws of Bermuda (the “Company”), VALIDUS REINSURANCE, LTD., a reinsurance company organized under the laws of Bermuda and a wholly-owned subsidiary of the Company (“Validus Re”), the other Designated Subsidiary Account Parties (as hereinafter defined) from time to time party hereto, the lenders from time to time party hereto (each, a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, LLOYDS SECURITIES INC., as Syndication Agent and, BARCLAYS BANK PLC, HSBC BANK USA, NATIONAL ASSOCIATION and SUNTRUST BANK, as Co-Documentation Agents and American International Group, Inc. as guarantor (the “Parent Guarantor”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 1.01 are used herein as so defined.
DEPOSIT AGREEMENT Dated June 20, 2017 VALIDUS HOLDINGS, LTD. AS ISSUER, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS DEPOSITARY,Deposit Agreement • June 20th, 2017 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
DEPOSIT AGREEMENT, dated June 20, 2017 among VALIDUS HOLDINGS, LTD., a Bermuda exempted company (the “Company”), COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered national association (the “Trust Company”), jointly as Depositary (as hereinafter defined), the Trust Company, as Registrar (as hereinafter defined) and Transfer Agent (as hereinafter defined), and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.
Dated 17th July 2007 TALBOT UNDERWRITING SERVICES LTD - and - Charles Neville Rupert Atkin SERVICE AGREEMENTAgreement • March 6th, 2008 • Validus Holdings LTD • Fire, marine & casualty insurance • England
THREE-YEAR UNSECURED LETTER OF CREDIT FACILITY AGREEMENT dated as of March 12, 2010 among VALIDUS HOLDINGS, LTD., VALIDUS REINSURANCE, LTD., VARIOUS DESIGNATED SUBSIDIARY ACCOUNT PARTIES, The Lenders Party Hereto, DEUTSCHE BANK SECURITIES INC., as...Credit Facility Agreement • March 17th, 2010 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
THREE-YEAR UNSECURED LETTER OF CREDIT FACILITY AGREEMENT dated as of March 12, 2010 among VALIDUS HOLDINGS, LTD., a holding company organized under the laws of Bermuda (the “Company”), VALIDUS REINSURANCE, LTD., a reinsurance company organized under the laws of Bermuda and a wholly-owned subsidiary of the Company (“Validus Re”), the other Designated Subsidiary Account Parties (as hereinafter defined) from time to time party hereto, the lenders from time to time party hereto (each, a “Lender” and, collectively, the “Lenders”), DEUTSCHE BANK SECURITIES INC., as Syndication Agent and JPMORGAN CHASE BANK, N.A., as Administrative Agent. Unless otherwise defined herein, all capitalized terms used herein and defined in Section 1.01 are used herein as so defined.
VALIDUS HOLDINGS, LTD. RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • August 5th, 2016 • Validus Holdings LTD • Fire, marine & casualty insurance
THIS AGREEMENT, made and entered into on the date of the Grant Letter, by and between Validus Holdings, Ltd. (the “Company”), a Bermuda corporation, and the individual listed in the Grant Letter as Participant (the “Participant”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • November 30th, 2012 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) is dated as of November 30, 2012, among FLAGSTONE REINSURANCE HOLDINGS (BERMUDA) LIMITED, a Bermuda exempted company (the “Successor Company”), FLAGSTONE REINSURANCE HOLDINGS, S.A., a Luxembourg société anonyme, as successor in interest to Flagstone Reinsurance Holdings Limited (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • August 5th, 2016 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) is dated as of July 13, 2016 between VALIDUS REINSURANCE, LTD., a Bermuda exempted company (“Validus Re” or the “New Issuer”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION), as trustee under the Indenture referred to below (the “Trustee”).
AGREEMENT AND PLAN OF AMALGAMATION Dated as of July 9, 2009 Among IPC HOLDINGS, LTD., VALIDUS HOLDINGS, LTD. And VALIDUS LTD.Agreement and Plan of Amalgamation • July 9th, 2009 • Validus Holdings LTD • Fire, marine & casualty insurance
AGREEMENT AND PLAN OF AMALGAMATION, dated as of July 9, 2009 (this “Agreement”), among IPC HOLDINGS, LTD., a Bermuda exempted company (“IPC”), VALIDUS HOLDINGS, LTD., a Bermuda exempted company (“Validus”) and VALIDUS LTD., a Bermuda exempted company and a wholly owned subsidiary of Validus (“Amalgamation Sub”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • November 30th, 2012 • Validus Holdings LTD • Fire, marine & casualty insurance • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) is dated as of November 30, 2012, among VALIDUS UPS, LTD., a Bermuda exempted company (the “Successor Company”), VALIDUS HOLDINGS, LTD., a Bermuda exempted company (the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 28th, 2018 • Validus Holdings LTD • Fire, marine & casualty insurance
