Exhibit 10.2
	 

	 
		EXECUTION COPY
	 

	 
		FORM OF SECURITIES PURCHASE
		AGREEMENT
	 

	 
		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”).
	 

	 
		WITNESSETH:
	 

	 
		WHEREAS, the Company desires to issue to
		each Purchaser, and each Purchaser agrees to accept Class A Ordinary Shares,
		par value US$0.10 per share (the “Class A Ordinary Shares”) of the Company, on the terms and conditions
		specified herein; and
	 

	 
		NOW, THEREFORE, in consideration of the
		promises, mutual covenants and agreements hereinafter contained and the
		transactions contemplated by the Offering, the parties hereto hereby agree as
		follows:
	 

	 
			
				
				   
				

			 	
				
				  1.
				

			 	
				
				  Sale and Purchase of
				  Shares.
				

			 

 

	 
			
				
				   
				

			 	
				
				  1.1
				

			 	
				
				  Sale and Purchase of the Class A
				  Ordinary Shares.
				

			 

 

	 
		Subject to the terms and conditions of this
		Agreement, on the Closing Date (as defined below), the Company shall sell and
		issue to each Purchaser, and each Purchaser shall purchase and accept from the
		Company, that number of Class A Ordinary Shares set forth opposite his or her
		name on Exhibit A hereto at
		         per share (collectively,
		the “Shares”). Upon the consummation of the transactions
		contemplated hereby, the Company shall register the appropriate number of Class
		A Ordinary Shares in the name of each Purchaser.
	 

	 
			
				
				   
				

			 	
				
				  2.
				

			 	
				
				  Purchase Price.
				

			 

 

	 
			
				
				   
				

			 	
				
				  2.1
				

			 	
				
				  Payment of the Purchase
				  Price.
				

			 

 

	 
		On or prior to the Closing (as defined
		below) each Purchaser shall pay to the Company that amount as set forth
		opposite his or her name in Exhibit
		A hereto (the “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 each Purchaser, to the account designated in
		Exhibit B hereto.
	 

	 
			
				
				   
				

			 	
				
				  3.
				

			 	
				
				  Closing.
				

			 

 

	 
			
				
				   
				

			 	
				
				  3.1
				

			 	
				
				  Closing Date.
				

			 

 

	 
		 
	 

	 
		1
	 

	 
		 
	 


	 
 

	 
		The closing of the sale and purchase of the
		securities provided for in Sections 1.1 (the “Closing”)
		shall take place simultaneously with the execution of this Agreement and upon
		the satisfaction or waiver of all of the conditions set forth in Section 7
		hereof and shall occur at 10:00 a.m. at the offices of Akin Gump Strauss Hauer
		& Feld LLP, 590 Madison Avenue, New York, New York (or at such other place
		as the parties hereto may mutually agree) on March 30, 2006, or on such other
		date as the parties hereto may mutually agree. The date on which the Closing is
		held is referred to in this Agreement as the “Closing Date.”
	 

	 
			
				
				   
				

			 	
				
				  4.
				

			 	
				
				  Representations and Warranties of
				  the Company.
				

			 

 

	 
		The Company hereby represents and warrants
		to each Purchaser that:
	 

	 
			
				
				   
				

			 	
				
				  4.1
				

			 	
				
				  Corporate Existence and Power;
				  Capitalization.
				

			 

 

	 
		(a) 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.
	 

	 
		(b) The authorized share capital of the
		Company as of the date hereof will be as set forth on Schedule 4.1 attached
		hereto. Upon the consummation of this Agreement and assuming the issuances
		contemplated hereby of an aggregate of 91,800 Class A Ordinary Shares, the pro
		forma issued and outstanding shares of the Company and options to purchase
		Ordinary Shares will be as set forth on Schedule 4.1 attached hereto. Except as
		set forth in Schedule 4.1, there are no outstanding options, options, rights to
		subscribe to, or securities or rights convertible or exercisable into or
		exchangeable for any shares of capital stock of the Company, or arrangements by
		which the Company is or may become bound to issue additional shares of its
		capital stock.
	 

	 
			
				
				   
				

			 	
				
				  4.2
				

			 	
				
				  Corporate
				  Authorization.
				

			 

 

	 
		The execution, delivery and performance by
		the Company of its obligations under this Agreement and the shareholders’
		agreement dated August 11, 2004 among the Company and the shareholders of the
		Company (the “Shareholders’
		Agreement”) and the consummation
		by the Company of the transactions contemplated hereby and thereby, are within
		the Company’s corporate power and have been duly authorized by all
		necessary corporate action on the part of the Company. Each of this Agreement
		and the Shareholders’ 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 
	 

	 
		 
	 

	 
		2
	 

	 
		 
	 


	 
 

	 
		principles of equity (regardless of whether
		enforcement is sought in a proceeding of law or in equity).
	 

	 
			
				
				   
				

			 	
				
				  4.3
				

			 	
				
				  Governmental and Court
				  Authorization.
				

			 

 

	 
		The execution, delivery and performance by
		the Company of this Agreement and the Shareholders’ Agreement do not
		require consent, approval or authorization of, or filing, registration or
		qualification with, any governmental body, agency, official, court or other
		authority that has not been obtained or made.
	 

	 
			
				
				   
				

			 	
				
				  4.4
				

			 	
				
				  Non-Contravention.
				

			 

 

	 
		The execution, delivery and performance by
		the Company of its obligations under this Agreement and the Shareholders’
		Agreement do not and will not (A) contravene or conflict with the
		Company’s organizational documents or (B) (i) contravene or conflict with
		or constitute a violation of any provision of any law, regulation, judgment,
		injunction, order or decree binding upon or applicable to the Company, (ii)
		require any consent, approval or other action by any person or constitute a
		default under or give rise to any right of termination, cancellation or
		acceleration of any right or obligation of the Company to a loss of any benefit
		to which the Company is entitled under any provision of any agreement,
		contract, indenture, lease or other instrument binding upon the Company or any
		license, franchise, permit or other similar authorization held by the Company
		or (iii) result in the creation or imposition of any encumbrances.
	 

	 
			
				
				   
				

			 	
				
				  4.5
				

			 	
				
				  Authorization of the
				  Shares.
				

			 

 

	 
		When issued, sold, and delivered in
		accordance with this Agreement, the Shares will be validly issued 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 and the
		Memorandum and Articles of Association of the Company.
	 

	 
			
				
				   
				

			 	
				
				  4.6
				

			 	
				
				  Litigation.
				

			 

 

	 
		There is no action, suit, investigation or
		proceeding pending against, or to the best knowledge of the Company threatened
		against or affecting, the Company or any of its properties before any court or
		arbitrator or any governmental body, agency, official or authority that (i)
		could reasonably be expected to have a material adverse effect or (ii) in any
		manner would enjoin, alter, call into question, affect or delay the
		transactions contemplated by this Agreement or the Shareholders’
		Agreement.
	 

	 
			
				
				   
				

			 	
				
				  5.
				

			 	
				
				  Representations and Warranties of
				  the Purchaser.
				

			 

 

	 
		Each Purchaser hereby represents and
		warrants to the Company, severally and not jointly, that:
	 

	 
			
				
				   
				

			 	
				
				  5.1
				

			 	
				
				  Governmental and Court
				  Authorization.
				

			 

 

	 
		 
	 

	 
		3
	 

	 
		 
	 


	 
 

	 
		The execution, delivery and performance by
		such Purchaser of this Agreement does not require the consent, approval or
		authorization of, or filing, registration or qualification with, any
		governmental body, agency, official, court or authority that has not been
		obtained or made.
	 

	 
			
				
				   
				

			 	
				
				  5.2
				

			 	
				
				  Non-Contravention.
				

			 

 

	 
		The execution, delivery and performance by
		such Purchaser of this Agreement does not and will not contravene or conflict
		with or constitute a violation of any provision of any law, regulation,
		judgment, injunction, order or decree binding upon or applicable to the
		Purchaser or his or her properties.
	 

	 
			
				
				   
				

			 	
				
				  5.3
				

			 	
				
				  Purchase for Investment;
				  Legend.
				

			 

 

	 
		(a) The Class A Ordinary Shares are being
		acquired for such Purchaser’s own account, and not with a view to making a
		public distribution thereof in violation of the United States Securities Act of
		1933, as amended (the “Securities
		Act”).
	 

	 
		(b) Other than as set forth on Schedule 5.3
		(b) hereto, such Purchaser is an “accredited investor” as defined in
		Rule 501 under the Securities Act.
	 

	 
		(c) Upon original issuance thereof, and
		until such time as the same is no longer required under the applicable
		requirements of the Securities Act, the Shares shall bear a legend
		substantially in the following form:
	 

	 
		“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 THE COMPANY AT ITS OPTION RECEIVES AN
		OPINION OF COUNSEL OF THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO
		THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION 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 AND PURSUANT TO A SHAREHOLDERS’
		
	 

	 
		 
	 

	 
		4
	 

	 
		 
	 


	 
 

	 
		AGREEMENT DATED AS OF AUGUST 11, 2004 AMONG
		THE COMPANY AND CERTAIN OF THE COMPANY’S SHAREHOLDERS. A COPY OF SUCH
		ARTICLES OF ASSOCIATION AND SHAREHOLDERS’ AGREEMENT WILL BE FURNISHED
		WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN
		REQUEST.”
	 

	 
			
				
				   
				

			 	
				
				  5.6
				

			 	
				
				  Access to Information.

				

			 

 

	 
		Such Purchaser 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 such Purchaser 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.
	 

	 
			
				
				   
				

			 	
				
				  6.
				

			 	
				
				  Further Agreements of the
				  Parties.
				

			 

 

	 
			
				
				   
				

			 	
				
				  6.1
				

			 	
				
				  Other Actions.
				

			 

 

	 
		The Company and each of the Purchasers,
		severally and not jointly, agree to execute and deliver such other documents
		and take such other actions, as a 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 6.1 shall survive the consummation of
		the transactions contemplated hereby.
	 

	 
			
				
				   
				

			 	
				
				  6.2
				

			 	
				
				  Acknowledgement of Voting
				  Restrictions.
				

			 

 

	 
		Each Purchaser acknowledges and agrees to be
		bound by the voting rights and restrictions with respect to the Class A
		Ordinary Shares as described in the Memorandum and Articles of Association of
		the Company.
	 

	 
			
				
				   
				

			 	
				
				  7.
				

			 	
				
				  Conditions to and Documents to be
				  Delivered at the Closing.
				

			 

 

	 
		The obligation of the parties to consummate
		the transactions contemplated by this Agreement is subject to the satisfaction
		on or prior to the Closing Date of each of the conditions set forth below. Any
		such condition may be waived by the other parties hereto by proceeding with the
		Closing.
	 

	 
			
				
				   
				

			 	
				
				  7.1
				

			 	
				
				  Documents to be Delivered by the
				  Company.
				

			 

 

	 
		At the Closing, the Company shall deliver to
		each Purchaser the following:
	 

	 
		(a) A certificate of good standing or
		compliance of the Company issued by the appropriate official from the
		jurisdiction of its formation issued not more than fifteen (15) calendar days
		prior to the Closing Date;
	 

	 
		 
	 

	 
		5
	 

	 
		 
	 


	 
 

	 
		(b) A copy of the Memorandum and Articles of
		Association of the Company certified by the secretary or assistant secretary of
		the Company, as being true and complete as of the Closing Date;
	 

	 
		(c) (i) A copy of resolutions of the board
		of directors of the Company, authorizing the execution, delivery and
		performance of this Agreement and the documents related thereto and the
		issuance of the Shares and (ii) a certificate of the secretary or assistant
		secretary of the Company, dated as of the Closing Date certifying that such
		resolutions were duly adopted and are in full force and effect; and
	 

	 
		(d) Such other documents as each Purchaser
		shall reasonably request.
	 

	 
			
				
				   
				

			 	
				
				  7.2
				

			 	
				
				  Documents to be Delivered by each
				  Purchaser.
				

			 

 

	 
		At the Closing, each Purchaser shall deliver
		to the Company his or her respective Purchase Price.
	 

	 
			
				
				   
				

			 	
				
				  7.3
				

			 	
				
				  Documents to be Delivered by both
				  the Company and each of the Purchasers.
				

			 

 

	 
		At the Closing, each of the Company and each
		Purchaser shall execute and deliver a Joinder Agreement to the
		Shareholders’ Agreement, a copy of which is attached hereto as
		Exhibit C.
	 

	 
			
				
				   
				

			 	
				
				  8.
				

			 	
				
				  Miscellaneous
				

			 

 

	 
			
				
				   
				

			 	
				
				  8.1
				

			 	
				
				  Specific Performance.
				

			 

 

	 
		Each of the parties hereto acknowledge and
		agree that the breach of this Agreement would cause irreparable damage to the
		other parties hereto and that the other parties hereto will not have an
		adequate remedy at law. Therefore, the obligations of each of the parties
		hereto under this Agreement shall be enforceable by a decree of specific
		performance issued by any court of competent jurisdiction, and appropriate
		injunctive relief may be applied for and granted in connection therewith. Such
		remedies shall, however, be cumulative and not exclusive and shall be in
		addition to any other remedies which any party may have under this Agreement or
		otherwise.
	 

	 
			
				
				   
				

			 	
				
				  8.2
				

			 	
				
				  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
			 

			 
				7 Mile Beach
			 

		  
	 	
			 
				 
			 

		  	
			 
				 
			 

		  


	 
		 
	 

	 
		6
	 

	 
		 
	 


	 
 

	 	 	
			 
				 
			 

		  	
			 
				 
			 

		  
	 	
			 
				 
			 

		  	
			 
				P.O. Box 1109, GT, Grand Cayman

			 

			 
				Attn: Leonard Goldberg
			 

			 
				Facsimile Number: (345)
				745-4576
			 

		  


	 	
			 
				with a copy to:
				     
			 

		  	
			 
				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 Purchaser:
			 

		  	
			 
				At the address set forth below his
				name on Exhibit A hereto
			 

		  


	 
		 
	 

	 
			
				
				   
				

			 	
				
				  8.3
				

			 	
				
				  Entire Agreement; Amendments and
				  Waivers.
				

			 

 

	 
		This Agreement (including the schedules and
		exhibits hereto) 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. All
		remedies hereunder are cumulative and are not exclusive of any other remedies
		provided by law.
	 

	 
			
				
				   
				

			 	
				
				  8.4
				

			 	
				
				  Governing Law.
				

			 

 

	 
		This Agreement shall be governed by and
		construed and enforced in accordance with the laws of the Cayman Islands. Each
		party, for the benefit of the other, hereby irrevocably submits to the
		exclusive jurisdiction of the courts of the Cayman Islands for the adjudication
		of any dispute hereunder or in connection herewith or with any transaction
		contemplated hereby or discussed herein, and hereby irrevocably waives, and
		agrees not to assert in any suit, action or proceeding, any claim that it is
		not personally subject to the jurisdiction of any such court, that such suit,
		action or proceeding is improper. Each party hereby irrevocably waives personal
		service of process and consents to process being served in any such suit,
		action or proceeding by mailing a copy thereof to such party at the address for
		such notices to it under this Agreement and agrees that such service shall
		constitute good and sufficient service of process and notice thereof. Nothing
		contained herein shall be deemed to limit in any way any right to serve process
		in any manner permitted by law.
	 

	 
		 
	 

	 
		7
	 

	 
		 
	 


	 
 

	 
			
				
				   
				

			 	
				
				  8.5
				

			 	
				
				  Section Headings.
				

			 

 

	 
		The headings in this Agreement are for
		convenience of reference only and shall not limit or otherwise effect the
		meaning hereof.
	 

	 
			
				
				   
				

			 	
				
				  8.6
				

			 	
				
				  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.
	 

	 
			
				
				   
				

			 	
				
				  8.7
				

			 	
				
				  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.
	 

	 
			
				
				   
				

			 	
				
				  8.8
				

			 	
				
				  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.
	 

	 
		* * * * *
	 

	 
		(The Signature Page Follows)
	 

	 
		 
	 

	 
		8
	 

	 
		 
	 


	 
 

	 
		IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
		executed and delivered by their respective duly authorized signatories on the
		date first written above.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  GREENLIGHT CAPITAL RE, LTD.
				

			 
	
				
				   
				

			 	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 

 

	 
		 
	 

	 
		9
	 

	 
		 
	 


	 
 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
 
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 

 

	 
		 
	 

	 
		10