Palomar Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • April 8th, 2019 • Palomar Holdings, Inc. • Fire, marine & casualty insurance • New York
Palomar Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell [·] shares (the “Firm Stock”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to [·] additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
5,000,000 Shares of Common Stock Palomar Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 7th, 2020 • Palomar Holdings, Inc. • Fire, marine & casualty insurance • New York
Palomar Holdings, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company named in Schedule II-A attached hereto (the “Genstar Selling Stockholders”) and Schedule II-B attached hereto (the “Management Selling Stockholders” and together with the Genstar Selling Stockholders, the “Selling Stockholders”), propose to sell an aggregate of 5,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Of the 5,000,000 shares of the Firm Stock, 750,000 are being sold by the Company and 4,250,000 are being sold by the Selling Stockholders. In addition, the Genstar Selling Stockholders propose to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to 750,000 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectiv
Palomar Holdings, Inc. STOCK OPTION AGREEMENT (For U.S. Participants)Stock Option Agreement • April 16th, 2019 • Palomar Holdings, Inc. • Fire, marine & casualty insurance • Delaware
Palomar Holdings, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Palomar Holdings, Inc. 2019 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospec
PALOMAR HOLDINGS, INC. RESTRICTED STOCK UNITS AGREEMENT (For U.S. Participants)Restricted Stock Units Agreement • April 16th, 2019 • Palomar Holdings, Inc. • Fire, marine & casualty insurance • Delaware
Palomar Holdings, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Palomar Holdings, Inc. 2019 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”), (b)
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 15th, 2019 • Palomar Holdings, Inc. • Fire, marine & casualty insurance • Delaware
This Indemnification Agreement, dated , is made between Palomar Holdings, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2019 • Palomar Holdings, Inc. • Fire, marine & casualty insurance • Delaware
REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of [·], 2019, among the investors set forth on Exhibit A attached hereto (“Genstar”) and Palomar Holdings, Inc. (the “Company”).
Palomar Insurance Holdings, Inc. c/o Genstar Capital Four Embarcadero Center Suite 1900 San Francisco, CA 94111-4191Employment Agreement • March 15th, 2019 • Palomar Holdings, Inc. • Fire, marine & casualty insurance • Washington
This letter (the “Agreement”) will confirm our offer to you of employment with Palomar Insurance Holdings, Inc. (the “Company”), under the terms and conditions that follow.
PROGRAM ADMINISTRATOR AGREEMENTProgram Administrator Agreement • March 15th, 2019 • Palomar Holdings, Inc. • Fire, marine & casualty insurance • California
This Program Administrator Agreement (hereinafter referred to as the “Agreement”) effective February 19th 2014, between Palomar Specialty Insurance Company, an Oregon Corporation (hereinafter “Palomar” and the “Company”), and Arrowhead General Insurance Agency, Inc. a Minnesota Corporation (hereinafter the “Administrator”), shall upon execution of the parties, grant the Administrator the authority to exercise the powers stated in this Agreement, any schedule attached hereto and any other instruction which may be issued from time to time by Palomar to the Administrator, including but not limited to written instructions revising the provisions of the Schedules to this Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 3rd, 2023 • Palomar Holdings, Inc. • Fire, marine & casualty insurance • California
This Executive Employment Agreement (the “Agreement”) is entered into and effective as of ________________ (the “Effective Date”), by and between ________________ (the “Executive”) and Palomar Holdings, Inc. (the “Company”). Each of the Company and Executive are a “Party” and, collectively, they are the “Parties.”
CREDIT AGREEMENT (Revolving) DATED AS OF DECEMBER 8, 2021 BETWEEN PALOMAR HOLDINGS, INC., a Delaware Corporation THE LENDERS, U.S. BANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT U.S. BANK NATIONAL ASSOCIATION, AS SYNDICATION AGENT U.S. BANK...Credit Agreement • December 9th, 2021 • Palomar Holdings, Inc. • Fire, marine & casualty insurance • California
This Credit Agreement, dated as of December 8, 2021, is between Palomar Holdings, Inc., a Delaware corporation (the “Borrower”), the Lenders and U.S. Bank National Association, a national banking association, as Administrative Agent. The parties hereto agree as follows:
Palomar Holdings, Inc. UNDERWRITING AGREEMENTLetter Agreement • June 24th, 2020 • Palomar Holdings, Inc. • Fire, marine & casualty insurance • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 19th, 2021 • Palomar Holdings, Inc. • Fire, marine & casualty insurance • California
This Executive Employment Agreement (the “Agreement”) is entered into and effective as of July 15, 2021 (the “Effective Date”), by and between M. McDonald Armstrong (the “Executive”) and Palomar Holdings, Inc. (the “Company”). Each of the Company and Executive are a “Party” and, collectively, they are the “Parties.”
STOCKHOLDERS AGREEMENT by and among PALOMAR HOLDINGS, INC. and THE OTHER PARTIES HERETOStockholders Agreement • March 15th, 2019 • Palomar Holdings, Inc. • Fire, marine & casualty insurance • Delaware
PALOMAR INSURANCE HOLDINGS, INC., as Issuer and GC PALOMAR HOLDINGS, as Guarantor FLOATING RATE SENIOR SECURED NOTES DUE 2028Indenture • March 15th, 2019 • Palomar Holdings, Inc. • Fire, marine & casualty insurance • New York
INDENTURE, dated as of September 6, 2018 (this “Indenture”), among Palomar Insurance Holdings, Inc., a Delaware corporation, as issuer (the “Company”), GC Palomar Holdings, a company organized under the laws of the Cayman Islands, as guarantor (the “Guarantor”), The Bank of New York Mellon, a New York banking corporation, as trustee (together with its successors and assigns, in such capacity, the “Trustee”) and as collateral agent, The Bank of New York Mellon, London Branch, as paying agent (together with its successors and assigns, in such capacity, the “Paying Agent”), and The Bank of New York Mellon SA/NV, Luxembourg Branch, as registrar (together with its successors and assigns, in such capacity, the “Registrar”).
PALOMAR HOLDINGS, INC. PERFORMANCE STOCK UNITS AGREEMENT (For U.S. Participants)Performance Stock Units Agreement • March 9th, 2021 • Palomar Holdings, Inc. • Fire, marine & casualty insurance • Delaware
Palomar Holdings, Inc. has granted to the Participant named in the Notice of Grant of Performance Stock Units (the “Grant Notice”) to which this Performance Stock Units Agreement (the “Agreement”) is attached an Award consisting of Performance Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Palomar Holdings, Inc. 2019 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”),
GUARANTYGuaranty • December 9th, 2021 • Palomar Holdings, Inc. • Fire, marine & casualty insurance • California
This Guaranty, dated as of December 8, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), is made by and between each of the Persons identified as Guarantors on the signature pages hereof (each, an “Initial Guarantor”) and each other guarantor that hereafter becomes a party hereto in accordance with Section 6.11 of the Credit Agreement (as defined below) and by executing a Guaranty Supplement in the form attached hereto as Exhibit A (collectively, the “Guarantors”), in favor of U.S. Bank National Association, a national banking association, in its capacity as Administrative Agent for the Lenders under the Credit Agreement dated as of even date herewith, between Palomar Holdings, Inc., a Delaware corporation (the “Borrower”), the Lenders, the Administrative Agent, and U.S. Bank National Association, a national banking association, as Syndication Agent, Documentation Agent and Sole Lead Arranger and Sole Book Runner (as amended, restated,
