Greenlight Capital Re, Ltd. Sample Contracts

GREENLIGHT CAPITAL RE, LTD. AND COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE SUBORDINATED INDENTURE Dated as of [ ]
Indenture • June 22nd, 2012 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York

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”).

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GREENLIGHT CAPITAL RE, LTD. 10,250,000 Class A Ordinary Shares UNDERWRITING AGREEMENT Dated: , 2007
Underwriting Agreement • May 9th, 2007 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York

Greenlight Capital Re, Ltd., a company incorporated under the laws of the Cayman Islands as an exempted company limited by shares (the “Company”), proposes to sell 10,250,000 shares (the “Firm Shares”) of the Company’s Class A ordinary shares, par value $0.10 per share (the “Common Shares”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule A attached to this agreement (this “Agreement”) an option to purchase up to 1,537,500 additional Common Shares on the terms set forth in Section 2 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively referred to as the “Shares.” This is to confirm the agreement concerning the purchase of the Shares from the Company by the Underwriters. All stated dollar amounts are in U.S. dollars.

GREENLIGHT CAPITAL RE, LTD. AND COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE SENIOR INDENTURE Dated as of [ ]
Senior Indenture • June 22nd, 2012 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York

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”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 21st, 2012 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York
EMPLOYMENT AGREEMENT
Employment Agreement • March 5th, 2024 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
EMPLOYMENT AGREEMENT
Employment Agreement • October 31st, 2011 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York

EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 27, 2011 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”).

RETENTION BONUS AGREEMENT
Retention Bonus Agreement • August 5th, 2020 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance

This Retention Bonus Agreement (this “Agreement”), dated as of May 4, 2020 (the “Effective Date”), is by and between Greenlight Reinsurance, Ltd. (the “Subsidiary”) and Brendan Barry (“Executive”) (each a “Party” and, collectively, the “Parties”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 7th, 2018 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
GREENLIGHT CAPITAL RE, LTD. AMENDED AND RESTATED AMENDED AND RESTATED RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 5th, 2020 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance

This Amended and Restated Restricted Stock Award Agreement (the “Agreement”) is made, effective as of the 30th day of July 2020 (the “Effective Date”), between Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the “Company”) and Simon Burton (the “Grantee”).

GREENLIGHT CAPITAL RE, LTD. AMENDED AND RESTATED RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • November 4th, 2020 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance

This Restricted Stock Award Agreement (the “Agreement”) is made, effective as of the [•] day of [•], 20[•] (the “Grant Date”), between Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the “Company”) and [•] (the “Grantee”).

GREENLIGHT CAPITAL RE, LTD. AMENDED AND RESTATED STOCK AWARD AGREEMENT
Stock Award Agreement • May 3rd, 2022 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance

This Stock Award Agreement (the “Agreement”) is made, effective as of the [●] day of [●], 20[●] (the “Grant Date”), between Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the “Company”), and [●] (the “Grantee”).

CREDIT AGREEMENT dated as of June 16, 2023 Among GREENLIGHT CAPITAL RE, LTD., as Borrower, THE OTHER LOAN PARTIES PARTY HERETO, THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and CIBC BANK USA, as Agent and Lead Arranger
Credit Agreement • June 22nd, 2023 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance

THIS CREDIT AGREEMENT dated as of June 16, 2023 (this “Agreement”) is entered into among GREENLIGHT CAPITAL RE, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Borrower”), the other Loan Parties hereto, the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and CIBC BANK USA (in its individual capacity, “CIBC US”), as administrative agent for the Lenders.

GREENLIGHT CAPITAL RE, LTD. AMENDED AND RESTATED STOCK AWARD AGREEMENT
Stock Award Agreement • May 3rd, 2019 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance

This Stock Award Agreement (the “Agreement”) is made, effective as of the [•] day of [•], 20[•] (the “Grant Date”), between Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the “Company”) and [•] (the “Grantee”).

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...
Investment Advisory Agreement • October 6th, 2016 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York

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. AMENDED AND RESTATED RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 9th, 2007 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance

This Restricted Stock Award Agreement (the “Agreement”) is made, effective as of the ___ day of ______, 20__ (the “Grant Date”), between Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the “Company”) and _____________ (the “Grantee”).

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
Indenture • August 7th, 2018 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York

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).

RETENTION BONUS AGREEMENT
Retention Bonus Agreement • August 5th, 2020 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance

This Retention Bonus Agreement (this “Agreement”), dated as of May 4, 2020 (the “Effective Date”), is by and between Greenlight Reinsurance, Ltd. (the “Subsidiary”) and Laura Accurso (“Executive”) (each a “Party” and, collectively, the “Parties”).

BONUS AGREEMENT
Restricted Stock Award Agreement • September 23rd, 2019 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance

This Bonus Agreement (this “Agreement”), dated as of September 22, 2019 (the “Effective Date”), is by and among Greenlight Capital Re, Ltd. (the “Company”), Greenlight Reinsurance, Ltd. (the “Subsidiary” and, together with the Company, the “Employer”) and Simon Burton (the “Executive”) (each a “Party” and, collectively, the “Parties”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 21st, 2018 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York

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”).

CONCURRENT PRIVATE PLACEMENT STOCK PURCHASE AGREEMENT
Concurrent Private Placement • January 16th, 2007 • Greenlight Capital Re, Ltd. • New York

THIS CONCURRENT PRIVATE PLACEMENT STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 11th day of January, 2007, by and among Greenlight Capital Re, Ltd., a Cayman Islands exempted company with limited liability (the “Company”), and David Einhorn (“Investor”).

CONSULTING AGREEMENT
Consulting Agreement • December 19th, 2016 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance

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”).

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June 14, 2010 Greenlight Reinsurance, Ltd.
Greenlight Capital Re, Ltd. • August 2nd, 2010 • Fire, marine & casualty insurance • New York
AMENDMENT TO EMPLOYMENT OFFER
Employment Offer • March 9th, 2020 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance

This Amendment (this "Amendment") to the Employment Offer dated March 23, 2009 between Greenlight Reinsurance, Ltd. (the "Company"), and Tom Curnock (the "Employee") (the "Employment Offer" attached hereto as Ex. A) is entered into this 31st day of October 2018. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Employment Offer.

GREENLIGHT CAPITAL RE, LTD. OPTION AGREEMENT
Option Agreement • March 5th, 2024 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance

This Option Agreement (this “Agreement”) is made and entered into as of the date of the grant of the Option 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 Greenlight Capital Re, Ltd. 2023 Omnibus Incentive Plan (the “Plan”).

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF SOLASGLAS INVESTMENTS, LP
Partnership Agreement • February 27th, 2019 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance

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. AMENDED AND RESTATED RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 3rd, 2022 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance

This Restricted Stock Award Agreement (the “Agreement”) is made, effective as of the [●] day of [●], 20[●] (the “Grant Date”), between Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the “Company”), and [●] (the “Grantee”).

Contract
Certain Agreement • February 23rd, 2009 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance • New York
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF SOLASGLAS INVESTMENTS, LP
Agreement • December 21st, 2022 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance

This Amendment No. 1 (this “Amendment”) to the Second Amended and Restated Exempted Limited Partnership Agreement of Solasglas Investments, LP (the “Partnership”) dated January 7, 2021 and effective as of January 1, 2021 (the “Partnership Agreement”) is entered into on this 15th day of December 2022 and effective as of January 1, 2023. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Partnership Agreement.

LETTER OF CREDIT AGREEMENT
Letter of Credit Agreement • June 8th, 2007 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance
AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 3rd, 2019 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance

This AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”), dated as of September 2, 2019, (the "Amendment Date"): is entered into by and between:

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 3rd, 2019 • Greenlight Capital Re, Ltd. • Fire, marine & casualty insurance

This SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Second Amendment”), dated as of September 2, 2019 (the “Second Amendment Date”), is entered into by and among GREENLIGHT CAPITAL RE, LTD. (the “Company”), GREENLIGHT REINSURANCE, LTD. (the “Subsidiary”) and LAURA ACCURSO (the “Executive”).

FORM OF DEED OF INDEMNITY
Greenlight Capital Re, Ltd. • January 16th, 2007

This Deed of Indemnity (this “Deed”) dated the _______ day of ____________, by and between Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the “Company”), and ____________, an individual (“Indemnitee”).

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