0001104659-25-035181 Sample Contracts
Ategrity Specialty Insurance Company Holdings [●] Shares of Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • April 15th, 2025 • Ategrity Specialty Holdings LLC • Fire, marine & casualty insurance • New York
Ategrity Specialty Insurance Company Holdings, a Nevada corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDEMNIFICATION And Advancement AGREEMENTIndemnification and Advancement Agreement • April 15th, 2025 • Ategrity Specialty Holdings LLC • Fire, marine & casualty insurance • Nevada
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between Ategrity Specialty Insurance Company Holdings, a Nevada corporation (the “Company”), and ______________, [a director/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
Investment Management Agreement (Zimmer Partners, LP)Investment Management Agreement • April 15th, 2025 • Ategrity Specialty Holdings LLC • Fire, marine & casualty insurance • New York
This investment management agreement (this “Agreement”) is made and entered into effective as of December 1, 2024 (the “Effective Date”), by and between Zimmer Partners, LP, a Delaware limited partnership (the “Manager”), and Ategrity Specialty Insurance Limited (fka Sequentis Reinsurance Company Limited), a Bermuda company (the “Client”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2025 • Ategrity Specialty Holdings LLC • Fire, marine & casualty insurance • New York
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of [ ], 2025 is entered into by and between Ategrity Specialty Holdings LLC, a Delaware limited liability company (together with any of its subsidiaries that employ Executive from time to time, the “Company”) and Justin Cohen (the “Executive”), and will become effective, if at all, upon the date of the Company’s initial public offering of stock (“IPO”) pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “Effective Date”).
SUB-LEASE AGREEMENTSub-Lease Agreement • April 15th, 2025 • Ategrity Specialty Holdings LLC • Fire, marine & casualty insurance
THIS SUB-LEASE, dated as of September 30, 2022 (“Sublease”), is by and between ATEGRITY SPECIALTY INSURANCE COMPANY, a Delaware insurance company (“Sublessor”) and ZIMMER FINANCIAL SERVICES GROUP LLC, a Delaware limited liability company (“Sublessee”).
STOCKHOLDERS AGREEMENT by and between Ategrity Specialty Insurance Company Holdings And The Initial StockholdersStockholders Agreement • April 15th, 2025 • Ategrity Specialty Holdings LLC • Fire, marine & casualty insurance • Nevada
This Stockholders Agreement (this “Agreement”) is entered into as of [ ], 2025 by and between Ategrity Specialty Insurance Company Holdings, a Nevada corporation (the “Company”), Zimmer Financial Services Group LLC, a Delaware limited liability company (“ZFSG”), Zimmer Management Services LLC, a Delaware limited liability company (“ZMS”) and [each of the other signatories hereto] (collectively, the “Initial Stockholders”).
Dated March 31, 2025 GUARANTY AND PLEDGE AGREEMENT between ZIMMER FINANCIAL SERVICES GROUP LLC, as Guarantor, and ATEGRITY SPECIALTY INSURANCE LIMITED, as Administrative AgentGuaranty and Pledge Agreement • April 15th, 2025 • Ategrity Specialty Holdings LLC • Fire, marine & casualty insurance • New York
Reference is made to that certain Loan Agreement dated as of March 31, 2025 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Zimmer Insurance Services LLC, a Delaware limited liability company (the “Borrower”), the Administrative Agent, the Initial Lenders and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”). Terms defined in the Loan Agreement and not otherwise defined in this Guaranty are used in this Guaranty as defined in the Loan Agreement.
AMENDED AND RESTATED LOAN AGREEMENT Dated as of April 05, 2025 among ZIMMER INSURANCE SERVICES LLC, as the Borrower, ATEGRITY SPECIALTY HOLDINGS LLC, as an Initial Lender, and ATEGRITY SPECIALTY INSURANCE LIMITED, as an Initial Lender and as...Loan Agreement • April 15th, 2025 • Ategrity Specialty Holdings LLC • Fire, marine & casualty insurance • New York
This Amended and Restated Loan Agreement, dated as of April 05, 2025 (this “Agreement”), is effective as of March 31, 2025 and is among ZIMMER INSURANCE SERVICES LLC, a Delaware limited liability company, as borrower (the “Borrower”), ATEGRITY SPECIALTY HOLDINGS LLC, as an initial lender (“ASH”) and ATEGRITY SPECIALTY INSURANCE LIMITED, as an initial lender (“ASIL” and, together with ASH, the “Initial Lenders” and, each an “Initial Lender”), and as administrative agent (in such capacity, the “Administrative Agent”).