Exhibit 10.16
	 

	 
		CONCURRENT PRIVATE PLACEMENT
	 

	 
		STOCK PURCHASE AGREEMENT
	 

	 
		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”).
	 

	 
		RECITALS
	 

	 
		WHEREAS, the Company is planning to file a
		registration statement (the “Registration Statement”) with the U.S. Securities and Exchange Commission
		relating to an initial public offering (the “IPO”)
		of approximately $175 million of its Class A Ordinary Shares, par value $0.10
		per share (the “Class A Ordinary
		Shares”), at a per share price
		to be determined;
	 

	 
		WHEREAS, the Investor desires to purchase
		from the Company Class B Ordinary Shares of the Company, par value $0.10 per
		share (the “Class B Ordinary
		Shares”), concurrently with
		the consummation of the IPO, upon the terms and conditions set forth herein;
		and
	 

	 
		WHEREAS, the Company and the Investor wish
		to set forth the terms and conditions upon which the Company will sell such
		shares to the Investor.
	 

	 
		NOW, THEREFORE, in consideration of the
		premises and mutual covenants and conditions contained herein, the Company and
		the Investor hereby agree as follows:
	 

	 
		1. SALE AND PURCHASE OF SHARES.
	 

	 
		1.1 SALE AND ISSUANCE OF THE SHARES. Subject
		to the terms and conditions of this Agreement, the Company will issue and sell
		to the Investor and the Investor will purchase from the Company, an aggregate
		number of Class B Ordinary Shares (the “Shares”) determined by dividing $50,000,000 (the
		“Aggregate Purchase
		Price”) by the price per share
		paid by the public investors in the IPO. The purchase and sale will take place
		at a closing (the “Closing”) to be held on the date, at the location and at
		the time of closing of the IPO, subject to the satisfaction of all of the
		conditions to the Closing specified herein. Upon the consummation of the
		transactions contemplated hereby, the Company shall register the Shares in the
		name of the Investor. At the Closing the Investor shall pay to the Company the
		Aggregate Purchase Price in United States dollars by wire transfer of
		immediately available funds, or by such other method as may be reasonably
		acceptable to the Company and the Investor.
	 

	 
		1.2 RESTRICTIONS ON TRANSFER. The Investor
		hereby agrees to execute and deliver to the underwriters for the IPO a lock-up
		agreement (the “Lock-up
		Agreement”) in the same form
		as the other shareholders of the Company execute in connection with the
		IPO.
	 

	 
		1.3 FURTHER ASSURANCES. The Company and
		Investor agree to execute and deliver such other documents and take such other
		actions, as each party hereto may reasonably request for the purpose of
		carrying out the intent of this Agreement and the documents relating thereto.
		The provisions of this Section 1.3 shall survive the consummation of the
		transactions contemplated hereby.
	 



	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
 

	 
		2. REPRESENTATIONS AND WARRANTIES OF THE
		COMPANY. The Company hereby represents and warrants to the Investor as
		follows:
	 

	 
		2.1 CORPORATE EXISTENCE AND POWER. The
		Company is duly organized, validly existing and in good standing under the laws
		of the Cayman Islands (meaning that it has not failed to make any filing with
		any Cayman Islands governmental authority or pay any Cayman Islands government
		fee or tax which would make it liable to be struck off the Cayman Islands
		Register of Companies and therefore cease to exist), and has all corporate
		powers required to carry on its business as now being, and as proposed to be,
		conducted. The Company is authorized or duly qualified to do business as a
		foreign corporation and in good standing in each jurisdiction where the
		character of the property owned or leased by it or the nature of its activities
		make such qualification necessary.
	 

	 
		2.2 AUTHORIZATION. The execution, delivery
		and performance by the Company of its obligations under this Agreement and the
		consummation by the Company of the transactions contemplated hereby, including,
		without limitation, the issuance of the Shares to the Investor, are within the
		Company’s corporate power and have been duly authorized by all necessary
		corporate action on the part of the Company. This Agreement has been duly and
		validly executed by the Company and constitutes the valid and binding agreement
		of the Company, enforceable against the Company in accordance with its terms,
		subject to applicable bankruptcy, insolvency, amalgamation, reorganization,
		moratorium and similar laws affecting creditors’ rights and remedies
		generally and subject, as to enforceability, to general principles of equity
		(regardless of whether enforcement is sought in a proceeding of law or in
		equity).
	 

	 
		2.3 VALID ISSUANCE OF THE SHARES. When
		issued, sold, and delivered in accordance with this Agreement, the Shares will
		be fully paid, validly issued, nonassessable and outstanding with no personal
		liability attaching to the ownership thereof and not subject to preemptive or
		similar rights of the shareholders of the Company or others, except as provided
		in the Shareholders’ Agreement dated August 11, 2004 among the Company and
		the shareholders of the Company (the “Shareholders Agreement”) and the Memorandum and Articles of Association
		of the Company.
	 

	 
		2.4 CONSENTS. The execution, delivery and
		performance by the Company of this Agreement including, without limitation, the
		issuance of the Shares to the Investor, does not require consent, approval or
		authorization of, or filing, registration or qualification with, any person,
		entity or any governmental body, agency, official, court or other authority
		that has not been obtained or made other than the approval of the Cayman
		Islands Monetary Authority (“CIMA”),
		which has been obtained or will be obtained prior to the Closing.
	 

	 
		2.5 OFFERING. Based in part on the accuracy
		of the Investor’s representations set forth in this Agreement, the offer,
		sale and issuance of the Shares as contemplated by this Agreement are not
		required to be registered under the Securities Act of 1933, as amended (the
		“Securities
		Act”).
	 



	 
		 
	 

	 
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		2.6 REGISTRATION STATEMENT. The Registration
		Statement will conform, and its final prospectus in the form first filed
		pursuant to Rule 424(b) under the Securities Act (the “Prospectus”), and any further amendments or supplements to
		the Registration Statement or the Prospectus will conform, in all material
		respects to the requirements of the Securities Act and the rules and
		regulations of the Securities and Exchange Commission thereunder and will not,
		as of the applicable effective date as to the Registration Statement and any
		amendment thereto, and as of the applicable filing date as to the Prospectus
		and any amendment or supplement thereto, contain an untrue statement of a
		material fact or omit to state a material fact required to be stated therein or
		necessary to make the statements therein not misleading. 
	 

	 
		3. REPRESENTATIONS AND WARRANTIES OF THE
		INVESTOR. The Investor hereby represents and warrants to the Company
		that:
	 

	 
		3.1 PURCHASE ENTIRELY FOR OWN ACCOUNT. The
		Shares to be purchased by the Investor will be acquired for investment for the
		Investor’s own account, not as a nominee or agent, and not with a view to
		the resale or distribution of any part thereof in violation of applicable
		securities laws, and the Investor has no present intention of selling, granting
		any participation in, or otherwise distributing the Shares. The Investor does
		not have any contract, undertaking, agreement or arrangement with any person to
		sell, transfer or grant participations to such person or to any third person,
		with respect to any of the Shares.
	 

	 
		3.2 RECEIPT OF INFORMATION. The Investor has
		been afforded an opportunity to investigate the properties, businesses and
		operations of the Company and examine the books, records and financial
		condition of the Company and to make extracts and copies of any such books and
		records. No investigation by Investor prior to or after the date of this
		Agreement shall diminish or obviate any of the representations, warranties,
		covenants or agreements of the Company contained in this Agreement or the
		documents related thereto.
	 

	 
		3.3 INVESTMENT EXPERIENCE. The Investor is
		experienced in evaluating and investing in private placement transactions of
		securities of companies in a similar stage of development and acknowledges that
		the Investor is able to fend for itself, can bear the economic risk of the
		Investor’s investment, and has such knowledge and experience in financial
		and business matters that the Investor is capable of evaluating the merits and
		risks of the investment in the Shares.
	 

	 
		3.4 ACCREDITED INVESTOR. The Investor is an
		“accredited investor” (as defined in Regulation D under the
		Securities Act).
	 

	 
		3.5 RESTRICTED SECURITIES. The Investor
		understands that the Shares may not be sold, transferred, or otherwise disposed
		of without registration under the Securities Act or an exemption therefrom, and
		that in the absence of an effective registration statement covering the Shares
		or an available exemption from registration under the Securities Act, the
		Shares must be held indefinitely. The Investor is aware that the Shares may not
		be sold pursuant to Rule 144 promulgated under the Securities Act unless all of
		the conditions of such rule are met.
	 



	 
		 
	 

	 
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		3.6 LEGENDS. The certificate, if any,
		evidencing the Shares shall be endorsed with the legend set forth below:

	 

	 
		“THE SECURITIES EVIDENCED BY THIS
		CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
		1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED
		UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING
		SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE
		SECURITIES ACT OF 1933, AS AMENDED, OR IN A SALE, TRANSFER, ASSIGNMENT OR
		HYPOTHECATION THAT IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
		REQUIREMENTS OF SUCH ACT AND UNLESS, WHERE APPLICABLE, HAS RECEIVED THE PRIOR
		APPROVAL OF THE CAYMAN ISLANDS MONETARY AUTHORITY.
	 

	 
		IN ADDITION, THE SECURITIES EVIDENCED BY
		THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS IN THE
		COMPANY’S ARTICLES OF ASSOCIATION. A COPY OF SUCH ARTICLES OF ASSOCIATION
		WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON
		WRITTEN REQUEST.”
	 

	 
		4. CONDITIONS OF THE INVESTOR’S
		OBLIGATIONS AT CLOSING. The obligations of the Investor under this Agreement
		are subject to the fulfillment on or before the Closing of each of the
		following conditions, the waiver of which shall not be effective against the
		Investor if the Investor does not consent in writing thereto:
	 

	 
		4.1 REPRESENTATIONS AND WARRANTIES. The
		representations and warranties of the Company contained in Section 2 shall be
		true in all material respects on and as of the Closing with the same effect as
		though such representations and warranties had been made on and as of the date
		of the Closing. An officer of the Company shall have provided the Investor an
		executed certificate certifying that the representations and warranties of the
		Company contained in Section 2 are true and correct in all material respects as
		of the date of the Closing.
	 

	 
		4.2 PERFORMANCE. The Company shall have
		performed and complied with in all material respects all agreements,
		obligations and conditions contained in this Agreement that are required to be
		performed or complied with by it on or before the Closing. An officer of the
		Company shall have provided the Investor an executed certificate certifying
		that the conditions specified in this Section 4.2 have been fulfilled.
	 

	 
		4.3 QUALIFICATIONS. All authorizations,
		approvals, or permits, if any, of any governmental authority or regulatory
		body, including CIMA, or other person or entity, that 
	 



	 
		 
	 

	 
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		are required in connection with the lawful
		issuance and sale of the Shares pursuant to this Agreement shall be duly
		obtained and effective as of the Closing.
	 

	 
		4.4 CONSUMMATION OF THE IPO. The IPO shall
		have been consummated on or prior to September 30, 2007.
	 

	 
		4.5 ABSENCE OF LITIGATION. There shall be no
		injunction, action, suit proceeding or investigation pending or currently
		threatened against the Company or the Investor which questions the validity of
		this Agreement or the right of the Company or the Investor to enter into this
		Agreement or to consummate the transaction contemplated hereby.
	 

	 
		4.6 LEGAL OPINION. The Investor shall have
		received an opinion from counsel to the Company with respect to the items set
		forth on Exhibit A hereto, in such form as is customary for transactions of the
		nature contemplated by this Agreement. 
	 

	 
		5. CONDITIONS OF THE COMPANY’S
		OBLIGATIONS AT CLOSING. The obligations of the Company under this Agreement are
		subject to the fulfillment on or before the Closing of each of the following
		conditions, the waiver of which shall not be effective against the Company if
		the Company does not consent in writing thereto:
	 

	 
		5.1 REPRESENTATIONS AND WARRANTIES. The
		representations and warranties of the Investor contained in Section 3 shall be
		true in all material respects on and as of the Closing with the same effect as
		though such representations and warranties had been made on and as of the date
		of the Closing. The Investor shall have provided the Company an executed
		certificate certifying that the representations and warranties of the Investor
		contained in Section 3 of this Agreement are true and correct in all material
		respects as of the date of the Closing.
	 

	 
		5.2 PERFORMANCE. The Investor shall have
		performed and complied with in all material respects all agreements,
		obligations and conditions contained in this Agreement that are required to be
		performed or complied with by it on or before the Closing. The Investor shall
		have provided the Company an executed certificate certifying that the
		conditions specified in this Section 5.2 have been fulfilled.
	 

	 
		5.3 QUALIFICATIONS. All authorizations,
		approvals, or permits, if any, of any governmental authority or regulatory
		body, including CIMA, that are required in connection with the lawful issuance
		and sale of the Shares pursuant to this Agreement shall be duly obtained and
		effective as of the Closing.
	 

	 
		5.4 ABSENCE OF LITIGATION. There shall be no
		injunction, action, suit proceeding or investigation pending or currently
		threatened against the Company or the Investor which questions the validity of
		this Agreement or the right of the Company or the Investor to enter into this
		Agreement or to consummate the transaction contemplated hereby.
	 

	 
		5.5 LOCK-UP AGREEMENT. The Investor shall
		have executed and delivered to the underwriters for the IPO the Lock-Up
		Agreement.
	 



	 
		 
	 

	 
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		6. OTHER AGREEMENTS.
	 

	 
		6.1 PUBLICITY. The parties agree not to
		issue any announcement, press release or other public disclosure concerning
		this Agreement and/or any of the transactions or relationships contemplated
		hereby unless mutually approved by all parties. The Investor agrees and
		acknowledges that this Agreement and the transactions contemplated hereby shall
		be disclosed in the Registration Statement and filed as an exhibit to the
		Registration Statement.
	 

	 
		6.2 ACKNOWLEDGEMENT REGARDING TAX TREATMENT.
		Investor hereby acknowledges and agrees that Investor is solely responsible for
		consulting with his own tax advisors regarding the tax treatment of Investor
		and the purchase of Shares under this Agreement and Investor hereby releases
		the Company and its officers, directors and employees from all liability in
		connection therewith. 
	 

	 
		6.3 REGISTRATION RIGHTS. The parties hereby
		acknowledge and agree that upon the consummation of the transactions
		contemplated by this Agreement the Shares will be Registrable Securities
		pursuant to the terms of the Shareholders Agreement.
	 

	 
		7. MISCELLANEOUS.
	 

	 
		7.1 ENTIRE AGREEMENT; AMENDMENTS AND
		WAIVERS. This Agreement (including documents referred to herein) represents the
		entire understanding and agreement between the parties hereto with respect to
		the subject matter hereof and can be amended, supplemented or changed, and any
		provision hereof can be waived, only by written instrument making specific
		reference to this Agreement signed by the parties hereto. No action taken
		pursuant to this Agreement, including without limitation, any investigation by
		or on behalf of any party, shall be deemed to constitute a waiver by the party
		taking such action of compliance with any representation, warranty, covenant or
		agreement contained herein. The waiver by any party hereto of a breach of any
		provision of this Agreement shall not operate or be construed as a further or
		continuing waiver of such breach or as a waiver of any other or subsequent
		breach. No failure on the part of any party to exercise, and no delay in
		exercising, any right, power or remedy hereunder shall operate as a waiver
		thereof, nor shall any single or partial exercise of such right, power or
		remedy by such party preclude any other or further exercise thereof or the
		exercise of any other right, power or remedy. 
	 

	 
		7.2 SUCCESSORS AND ASSIGNS. This Agreement
		shall be binding upon and inure to the benefit of and be enforceable by the
		parties hereto and their respective successors and assigns.
	 

	 
		7.3 GOVERNING LAW. This Agreement shall be
		governed by and construed under the laws of New York, without reference to
		conflicts of laws principles.
	 

	 
		7.4 COUNTERPARTS. This Agreement may be
		executed simultaneously in one or more counterparts, each of which shall be
		deemed an original but all of which together shall constitute one and the same
		instrument.
	 



	 
		 
	 

	 
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		7.5 TITLES AND SUBTITLES. The titles and
		subtitles used in this Agreement are used for convenience only and are not to
		be considered in construing or interpreting this Agreement.
	 

	 
		7.6 NOTICES. All notices and other
		communications provided for herein shall be in writing and shall be deemed to
		have been duly given if delivered personally or sent by registered or certified
		mail, return receipt requested, postage prepaid:
	 

	 
		To the Company:
	 

	 
		Greenlight Capital Re, Ltd.
	 

	 
		The Grand Pavilion
	 

	 
		P.O. Box 31110 , Grand Cayman
		KY1-1205
	 

	 
		Attn: Leonard Goldberg
	 

	 
		Facsimile Number: (345) 745-4576
	 

	 
		with a copy to (which shall not constitute
		notice): 
	 

	 
		Akin Gump Strauss Hauer & Feld
		LLP
	 

	 
		590 Madison Avenue
	 

	 
		New York, New York 10022
	 

	 
		Attn: Kerry E. Berchem, Esq.
	 

	 
		Facsimile Number: (212) 872-1002
	 

	 
		To the Investor: 
	 

	 
		David Einhorn
	 

	 
		140 East 45th Street,
		24th Floor
	 

	 
		New York, New York 10017
	 

	 
		Facsimile Number: (212) 973-9219
	 

	 
		With a copy to (which shall not constitute
		notice):
	 

	 
		Andrew M. Weinfeld
	 

	 
		c/o Greenlight Capital, Inc.
	 

	 
		140 East 45th Street,
		24th Floor
	 

	 
		New York, New York 10017
	 

	 
		Facsimile Number: (212) 973-9219
	 

	 
		7.7 EXPENSES. Irrespective of whether the
		Closing is effected, each party hereto shall pay all costs and expenses
		incurred by them with respect to the negotiation, execution, delivery and
		performance of this Agreement.
	 

	 
		7.8 ATTORNEYS’ FEES. If any action at
		law or in equity is necessary to enforce or interpret the terms of this
		Agreement, the prevailing party shall be entitled to reasonable attorneys’
		fees, costs and disbursements in addition to any other relief to which such
		party may be entitled.
	 



	 
		 
	 

	 
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		7.9 SEVERABILITY. If any term, provision,
		covenant or restriction of this Agreement is held by a court of competent
		jurisdiction to be invalid, illegal, void or unenforceable, the remainder of
		the terms, provisions, covenants and restrictions set forth herein shall remain
		in full force and effect and shall in no way be affected, impaired or
		invalidated, and the parties hereto shall use their reasonable efforts to find
		and employ an alternative means to achieve the same or substantially the same
		result as that contemplated by such term, provision, covenant or restriction.
		It is hereby stipulated and declared to be the intention of the parties that
		they would have executed the remaining terms, provisions, covenants and
		restrictions without including any of such that may be hereafter declared
		invalid, illegal, void or unenforceable.
	 

	 
		7.10 REMEDIES. In case any one or more of
		the covenants or agreements set forth in this Agreement shall have been
		breached by any party hereto, the party or parties entitled to the benefit of
		such covenants or agreements may proceed to protect and enforce their rights
		either by suit in equity or action at law, including, but not limited to, an
		action for damages as a result of any such breach or any action for specific
		performance of any such covenant or agreement contained in this Agreement. The
		rights, powers and remedies of the parties under this Agreement are cumulative
		an not exclusive of any other right, power or remedy which such parties may
		have under any other agreement or law. 
	 

	 
		[Signature page follows]
	 



	 
		 
	 

	 
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		IN WITNESS WHEREOF, the parties hereto have
		executed this CONCURRENT PRIVATE PLACEMENT STOCK PURCHASE AGREEMENT as of the
		date first written above:
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Greenlight Capital Re, Ltd.
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
  /s/ Leonard Goldberg
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	 	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				   Leonard Goldberg
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 Title:
				

			 	
				
				   Chief Executive Officer
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   /s/ David Einhorn
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  David Einhorn
				

			 

 





	 
		 
	 

	 
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		Exhibit A
	 

	 
		Legal Opinion
	 

	 
			
				
				  1.
				

			 	
				
				  The Company is validly existing as a
				  Caymans Islands exempted company with limited liability in good standing under
				  the laws of the Cayman Islands. The Company has the corporate power to enter
				  into this Agreement.
				

			 

 

	 
			
				
				  2.
				

			 	
				
				  The execution and delivery of the
				  Agreement by the Company and the performance by the Company of the transactions
				  contemplated by the Agreement have been duly authorized by all necessary
				  corporate action on the part of the Company. The Agreement has been duly and
				  validly executed and delivered by the Company.
				

			 

 

	 
			
				
				  3.
				

			 	
				
				  The Shares have been duly and
				  validly authorized and issued and are fully paid and nonassessable.
				

			 

 

	 
			
				
				  4.
				

			 	
				
				  The Agreement constitutes the valid
				  and binding obligation of the Company, enforceable against the Company in
				  accordance with its terms.
				

			 








	 
		 
	 

	 
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