Greenlight Capital Re, Ltd. Sample Contracts

Greenlight Capital Re, Ltd. – GREENLIGHT CAPITAL RE, LTD. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (February 27th, 2019)

This Restricted Stock Award Agreement (the “Agreement”) is made, effective as of the 15th day of March 2018 (the “Grant Date”), between Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the “Company”) and Simon Burton (the “Grantee”).

Greenlight Capital Re, Ltd. – GREENLIGHT CAPITAL RE, LTD. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN (February 27th, 2019)

This Stock Option Agreement (the “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Greenlight Capital Re, Ltd. (the “Company”), and the participant named below (“Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s Amended and Restated 2004 Stock Incentive Plan (the “Plan”).

Greenlight Capital Re, Ltd. – EMPLOYMENT AGREEMENT (February 27th, 2019)
Greenlight Capital Re, Ltd. – GREENLIGHT CAPITAL RE, LTD. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN STOCK AWARD AGREEMENT (February 27th, 2019)

This Stock Award Agreement (the “Agreement”) is made, effective as of the 15th day of March, 2018 (the “Grant Date”), between Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the “Company”) and Patrick O’Brien (the “Grantee”).

Greenlight Capital Re, Ltd. – AMENDMENT NO. 1 TO THE AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF SOLASGLAS INVESTMENTS, LP (February 27th, 2019)

This Amendment No. 1 (this “Amendment”) to the Amended and Restated Exempted Limited Partnership Agreement of Solasglas Investments, LP (the “Partnership”) dated August 30, 2018 and effective as of September 1, 2018 (the “Partnership Agreement”) is entered into on this 26th day of February 2019 and effective as of September 1, 2018. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Partnership Agreement.

Greenlight Capital Re, Ltd. – GREENLIGHT CAPITAL RE, LTD. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN (February 27th, 2019)

This Stock Option Agreement (the “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Greenlight Capital Re, Ltd. (the “Company”), and the participant named below (“Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s Amended and Restated 2004 Stock Incentive Plan (the “Plan”).

Greenlight Capital Re, Ltd. – COLLATERAL ASSETS INVESTMENT MANAGEMENT AGREEMENT (February 27th, 2019)

THIS COLLATERAL ASSETS INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of January 1, 2019, among DME Advisors, LP, a Delaware limited partnership (the “Investment Advisor”), Greenlight Reinsurance, Ltd., a Cayman Islands exempted company (“Greenlight Re”) and Greenlight Reinsurance Ireland DAC, an Irish designated activity company (“GRIL” and together with “Greenlight Re,” the “Client”). All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement (as defined below).

Greenlight Capital Re, Ltd. – EMPLOYMENT AGREEMENT (December 7th, 2018)
Greenlight Capital Re, Ltd. – TERMINATION AGREEMENT (September 4th, 2018)

This TERMINATION AGREEMENT is made as of September 1, 2018 by and among Greenlight Reinsurance, Ltd. (“Greenlight Re”), Greenlight Reinsurance Ireland, Designated Activity Company (“GRIL”), Greenlight Capital Re, Ltd. (“Greenlight Capital Re”), DME Advisors, LLC (“DME LLC”) and DME Advisors, LP (“DME” and together with Greenlight Re, GRIL, Greenlight Capital Re and DME LLC, the “Parties”).

Greenlight Capital Re, Ltd. – Contract (September 4th, 2018)

INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of September 1, 2018, between DME ADVISORS, LP, a Delaware limited partnership (the “Investment Advisor”), and SOLASGLAS INVESTMENTS, LP, a Cayman Islands exempted limited partnership (the “Partnership”).

Greenlight Capital Re, Ltd. – Amended and Restated Exempted Limited Partnership Agreement (September 4th, 2018)

AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) of Solasglas Investments, LP, dated August 30, 2018, and effective as of September 1, 2018, among DME Advisors II, LLC, as General Partner, the Initial Limited Partner and those Persons who will be admitted as limited partners as of the date hereof and hereafter are admitted as additional limited partners in accordance with this Agreement. Certain capitalized terms used herein are defined in Section 1.1 of this Agreement.

Greenlight Capital Re, Ltd. – PARTICIPATION AGREEMENT (September 4th, 2018)

This Participation Agreement (“Participation Agreement”) is dated as of September 1, 2018 and entered into by and among Greenlight Reinsurance, Ltd. (“GLRE”), Greenlight Reinsurance Ireland, Designated Activity Company (“GRIL”), DME Advisors II, LLC (“DMEII”) and Solasglas Investments, LP (the “Partnership”).

Greenlight Capital Re, Ltd. – GREENLIGHT CAPITAL RE, LTD. ANNOUNCES PRICING OF $100 MILLION CONVERTIBLE NOTES OFFERING AND SHARE REPURCHASES (August 7th, 2018)

GRAND CAYMAN, Cayman Islands — August 2, 2018 — Greenlight Capital Re, Ltd. (NASDAQ: GLRE) (the “Company” or “Greenlight Re”), a specialist property and casualty reinsurance company headquartered in the Cayman Islands, today announced that it has priced its previously announced private offering of $100,000,000 in aggregate principal amount of its Convertible Senior Notes due 2023 with a coupon of 4.00% per year (the “Notes”). The Notes will be convertible, upon the satisfaction of certain conditions and during certain time periods, at a conversion rate of 58.1818 of the Company’s Class A ordinary shares, subject to adjustment. Upon conversion, the Company may, at its option, elect to deliver cash, Class A ordinary shares or a combination of cash and Class A ordinary shares. The conversion rate equates to a conversion price of approximately $17.19, which represents a premium of approximately 25% over the closing sale price of the Class A ordinary shares on the NASDAQ Global Select Marke

Greenlight Capital Re, Ltd. – GREENLIGHT CAPITAL RE, LTD., as Issuer, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee INDENTURE Dated as of August 7, 2018 4.00% Convertible Senior Notes due 2023 (August 7th, 2018)

INDENTURE, dated as of August 7, 2018 between GREENLIGHT CAPITAL RE, LTD., a Cayman Islands exempted company, as issuer (the “Company,” as more fully set forth in Section 1.01), and WILMINGTON SAVINGS FUND SOCIETY, FSB, a federal savings bank duly organized and existing under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Greenlight Capital Re, Ltd. – GREENLIGHT CAPITAL RE, LTD. ANNOUNCES PROPOSED $100 MILLION OFFERING OF CONVERTIBLE NOTES (August 2nd, 2018)

GRAND CAYMAN, Cayman Islands — August 2, 2018 — Greenlight Capital Re, Ltd. (NASDAQ: GLRE) (the “Company” of “Greenlight Re”), a specialist property and casualty reinsurance company headquartered in the Cayman Islands, today announced that it proposes to offer, subject to market conditions and other factors, $100,000,000 in aggregate principal amount of its Convertible Senior Notes due 2023 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company expects to grant the initial purchasers of the Notes a 30-day option to purchase up to $15,000,000 additional principal amount of the Company’s Notes.

Greenlight Capital Re, Ltd. – DATED: 19 JULY 2018 DEED OF SETTLEMENT AND RELEASE MICHAEL BELFATTI AND GREENLIGHT CAPITAL RE, LTD. AND (July 20th, 2018)
Greenlight Capital Re, Ltd. – AMENDMENT NO. 1 TO SHAREHOLDERS’ AGREEMENT (June 29th, 2018)

This Amendment No. 1, dated as of June 29, 2018 (this “Amendment”), to the Shareholders’ Agreement, dated as of August 11, 2004 (the “Agreement”), is made between Greenlight Capital Re, Ltd., a company organized under the laws of the Cayman Islands (the “Company”), and David Einhorn (the “Shareholder”). Capitalized terms not otherwise defined herein have the meanings given to such terms in the Agreement.

Greenlight Capital Re, Ltd. – AMENDMENT TO EMPLOYMENT AGREEMENT (March 21st, 2018)

This AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 15, 2018 (the “Amendment Date”), is entered into by and between GREENLIGHT REINSURANCE, LTD. (the “Company”) and BRENDAN BARRY (the “Executive”).

Greenlight Capital Re, Ltd. – EMPLOYMENT AGREEMENT (February 20th, 2018)
Greenlight Capital Re, Ltd. – EMPLOYMENT AGREEMENT (August 16th, 2017)
Greenlight Capital Re, Ltd. – EMPLOYMENT AGREEMENT (June 2nd, 2017)
Greenlight Capital Re, Ltd. – CONSULTING AGREEMENT (December 19th, 2016)

THIS CONSULTING AGREEMENT (this “Agreement”), dated as of December 16, 2016 (the “Effective Date”), between Greenlight Capital Re, Ltd. and Greenlight Reinsurance, Ltd. (collectively, the “Company”), and Leonard Goldberg (“Consultant”).

Greenlight Capital Re, Ltd. – DATED: 15 DECEMBER 2016 DEED OF SETTLEMENT AND RELEASE (December 19th, 2016)
Greenlight Capital Re, Ltd. – THIRD AMENDED AND RESTATED AGREEMENT by and among GREENLIGHT REINSURANCE, LTD., GREENLIGHT REINSURANCE IRELAND, DESIGNATED ACTIVITY COMPANY, GREENLIGHT CAPITAL RE, LTD. (for limited purposes) DME ADVISORS, LLC and DME ADVISORS, LP (for limited purposes) (October 6th, 2016)
Greenlight Capital Re, Ltd. – AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT among DME ADVISORS, LP, THE VENTURE AMONG GREENLIGHT REINSURANCE, LTD., GREENLIGHT REINSURANCE IRELAND, DESIGNATED ACTIVITY COMPANY, AND DME ADVISORS, LLC, GREENLIGHT REINSURANCE, LTD., GREENLIGHT REINSURANCE IRELAND, DESIGNATED ACTIVITY COMPANY and DME ADVISORS, LLC January 1, 2017 (October 6th, 2016)

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of September 30, 2016 and effective as of January 1, 2017, by and among DME ADVISORS, LP, a Delaware limited partnership (the “Investment Advisor”), the VENTURE AMONG GREENLIGHT REINSURANCE, LTD., GREENLIGHT REINSURANCE IRELAND, DESIGNATED ACTIVITY COMPANY AND DME ADVISORS, LLC (the “Venture”), GREENLIGHT REINSURANCE, LTD., GREENLIGHT REINSURANCE IRELAND, DESIGNATED ACTIVITY COMPANY and DME ADVISORS, LLC (each, a “Participant”, and collectively, the “Participants”).

Greenlight Capital Re, Ltd. – Greenlight Reinsurance, Ltd. (August 3rd, 2015)
Greenlight Capital Re, Ltd. – DME ADVISORS, LLC DME ADVISORS, LP (August 3rd, 2015)

Reference is hereby made to that certain Amended and Restated Agreement dated August 31, 2010 (as amended from time to time, the “JV Agreement”) by and among Greenlight Capital Re, Ltd. (“GLRE”), Greenlight Reinsurance, Ltd. (“Reinsurance”), Greenlight Reinsurance Ireland, Ltd. (“GRIL”, and collectively with GLRE and Reinsurance, the “GLRE Entities”) and DME Advisors, LLC (“DMELLC”). Capitalized terms used but not otherwise defined herein have the meanings given to them in the JV Agreement.

Greenlight Capital Re, Ltd. – Greenlight Reinsurance, Ltd Grand Cayman KY1-1205 Cayman Islands May 21, 2015 Attention: Mr. Tim Courtis Dear Sir, Re: Amendment Letter (August 3rd, 2015)

Further to the Amended and Restated Letter of Credit Agreement dated the 17th day of June, 2010, Butterfield Bank (Cayman) Limited (the “Bank”) hereby confirm to Greenlight Reinsurance, Ltd (the “Borrower”) the following amendments to the terms and conditions contained therein:

Greenlight Capital Re, Ltd. – July 30, 2014 (November 3rd, 2014)
Greenlight Capital Re, Ltd. – INVESTMENT ADVISORY AGREEMENT among DME ADVISORS, LP, THE VENTURE AMONG GREENLIGHT REINSURANCE, LTD., GREENLIGHT REINSURANCE IRELAND, LTD. AND DME ADVISORS, LLC, GREENLIGHT REINSURANCE, LTD., GREENLIGHT REINSURANCE IRELAND, LTD. and DME ADVISORS, LLC January 1, 2014 (January 7th, 2014)

INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of January 1, 2014, by and among DME ADVISORS, LP, a Delaware limited partnership (the “Investment Advisor”), and the VENTURE AMONG GREENLIGHT REINSURANCE, LTD., GREENLIGHT REINSURANCE IRELAND, LTD. AND DME ADVISORS, LLC (the “Venture”), GREENLIGHT REINSURANCE, LTD., GREENLIGHT REINSURANCE IRELAND, LTD. and DME ADVISORS, LLC (each, a “Participant”, and collectively, the “Participants”).

Greenlight Capital Re, Ltd. – SECOND AMENDED AND RESTATED AGREEMENT by and among GREENLIGHT REINSURANCE, LTD., GREENLIGHT REINSURANCE IRELAND, LTD., GREENLIGHT CAPITAL RE, LTD. (for limited purposes) and DME ADVISORS, LLC (January 7th, 2014)

THIS SECOND AMENDED AND RESTATED AGREEMENT (the “Agreement”) is made as of this 1st day of January, 2014 by and among Greenlight Reinsurance, Ltd., incorporated under the laws of the Cayman Islands as an exempted company with limited liability and a holder of a Class D Insurer’s license issued in accordance with the terms of the Insurance Law, 2010, of the Cayman Islands (“Greenlight Re”), Greenlight Reinsurance Ireland, Ltd., Incorporated under the laws of Ireland as a non-life reinsurer in accordance with the provisions of the European Communities (Reinsurance) Regulation 2006 (“GRIL”) and DME Advisors, LLC, a Delaware limited liability company (“DME”), and, solely for the purposes set forth in Section 4.1(b) and (c), Greenlight Capital Re, Ltd. incorporated under the laws of the Cayman Islands as an exempted company with limited liability (“Greenlight Capital Re”);

Greenlight Capital Re, Ltd. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (July 30th, 2012)

EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 26, 2012 by and among Greenlight Capital Re, Ltd. (the “Company”), Greenlight Reinsurance, Ltd. (the “Subsidiary”, and together with the Company, the “Employer”) and Barton Hedges (“Executive”).

Greenlight Capital Re, Ltd. – GREENLIGHT CAPITAL RE, LTD. AND COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE SUBORDINATED INDENTURE Dated as of [ ] (June 22nd, 2012)

INDENTURE, dated as of [                    ], by and between GREENLIGHT CAPITAL RE, LTD. a Cayman Islands exempted company (the “Issuer”), and COMPUTERSHARE TRUST COMPANY, N.A., a National Association, as trustee (the “Trustee”).

Greenlight Capital Re, Ltd. – GREENLIGHT CAPITAL RE, LTD. AND COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE SENIOR INDENTURE Dated as of [ ] (June 22nd, 2012)

INDENTURE, dated as of [                    ], by and between GREENLIGHT CAPITAL RE, LTD. a Cayman Islands exempted company (the “Issuer”), and COMPUTERSHARE TRUST COMPANY, N.A., a National Association, as trustee (the “Trustee”).

Greenlight Capital Re, Ltd. – AMENDMENT TO AMENDED AND RESTATED HYPOTHECATION AGREEMENT AND US$100,000,000 LETTER OF CREDIT FACILITY (February 21st, 2012)

THIS AMENDMENT TO AMENDED AND RESTATED HYPOTHECATION AGREEMENT AND US$100,000,000 LETTER OF CREDIT FACILITY (this “Amendment”) is executed as of this 16th day of December, 2011, by and among Greenlight Reinsurance, Ltd., (“GRL”), Greenlight Reinsurance Ireland, Ltd. (“GRIL”), Bank of America, N.A., (“BANA”) and Merrill Lynch Professional Clearing Corp. (“ML Pro”).