EMPLOYMENT AGREEMENTEmployment Agreement • January 16th, 2007 • Greenlight Capital Re, Ltd. • New York
CONCURRENT PRIVATE PLACEMENT STOCK PURCHASE AGREEMENTConcurrent 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”).
FORM OF DEED OF INDEMNITYGreenlight 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”).
ADMINISTRATION AGREEMENTAdministration Agreement • January 16th, 2007 • Greenlight Capital Re, Ltd.
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • January 16th, 2007 • Greenlight Capital Re, Ltd.
This SECURITIES PURCHASE AGREEMENT, dated as of (this “Agreement”), is made by and between Greenlight Capital Re, Ltd., a corporation organized under the laws of the Cayman Islands (the “Company”), and each individual identified on Exhibit A hereto (each, a “Purchaser” and, collectively, the “Purchasers”).
FORM OF SHAREHOLDERS’ AGREEMENTForm of Shareholders’ Agreement • January 16th, 2007 • Greenlight Capital Re, Ltd. • New York
This SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made as of _________, 2004, by and among, Greenlight Capital Re, Ltd., a company organized under the laws of the Cayman Islands (the “Company”) and each of the other signatories to this Agreement. Each of the shareholders of the Company that is, or hereafter becomes, bound by this Agreement and each of their respective successors and permitted assignees, are sometimes collectively referred to herein as the “Shareholders” and each individually as a “Shareholder.”
ADMINISTRATION AGREEMENTAdministration Agreement • January 16th, 2007 • Greenlight Capital Re, Ltd.
FORM OF GREENLIGHT CAPITAL RE, LTD. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • January 16th, 2007 • Greenlight Capital Re, Ltd.
This Restricted Stock Award Agreement (the “Agreement”), made as of the (the “Grant Date”) by and between Greenlight Capital Re, Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”), and (the “Grantee”), evidences the grant by the Company of a stock award of restricted Shares (the “Award”) to the Grantee on such date and the Grantee’s acceptance of the Award in accordance with the provisions of the Amended and Restated 2004 Stock Incentive Plan (the “Plan”). Any capitalized terms not defined herein shall have the meaning ascribed to them as set forth in the Plan.
GREENLIGHT CAPITAL RE, LTD. AMENDED AND RESTATED FORM OF STOCK OPTION AGREEMENT2004 Stock Incentive Plan • January 16th, 2007 • Greenlight Capital Re, Ltd.
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”).
SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT by and among DME ADVISORS, LP, GREENLIGHT REINSURANCE, LTD. and, for limited purposes, GREENLIGHT CAPITAL RE, LTD.Investment Advisory Agreement • January 16th, 2007 • Greenlight Capital Re, Ltd. • New York
This SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (this “Agreement”), dated as of January 1, 2007, by and among GREENLIGHT REINSURANCE, LTD., an insurance company organized under the laws of the Cayman Islands (the “Company”), DME ADVISORS, LP, a Delaware limited partnership (as successor to Greenlight Capital Advisors, LLC, the “Investment Advisor”) and, solely for the limited purposes set forth in Sections 1(d)(iii) and 14 hereof, GREENLIGHT CAPITAL RE, LTD., a Cayman Islands exempted company with limited liability (“Greenlight Capital Re”).
