Exhibit 10.8
	 

	 
		FORM OF SHAREHOLDERS’
		AGREEMENT
	 

	 
		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.”
	 

	 
			
				
				  1.
				

			 	
				
				  Certain Definitions.
				

			 

 

	 
		“Affiliate” of any Person means any other Person controlling,
		controlled by or under common control with such Person. As used in this
		definition, “control” (including, with its correlative meanings,
		“controlled by” and “under common control with”) shall
		mean, with respect to any Person, the possession, directly or indirectly, of
		power to direct or cause the direction of management or policies (whether
		through ownership of securities or partnership or other ownership interests, by
		contract or otherwise) of such Person. In the case of a natural Person, his or
		her Affiliates include members of such Person’s immediate family, natural
		lineal descendants of such Person or a trust or other similar entity
		established for the exclusive benefit of such Person and his or her immediate
		family and natural lineal descendants. For the purposes of Section 2(c) herein
		and with respect to the Sponsor only, the term Affiliate includes (i) the
		members and former members of the Sponsor and (ii) the Affiliates of the
		Sponsor.
	 

	 
		“Board”
		means the Board of Directors of the Company.
	 

	 
		“Business Day” means any day other than a Saturday, a Sunday or
		any day on which banks located in New York, New York or the Cayman Islands are
		authorized or obliged to close.
	 

	 
		“Cayman Islands Monetary Authority” means that governmental authority of similar name
		in the Cayman Islands and, where applicable, includes any Cayman Islands
		governmental authority, department or agency that performs similar
		functions.
	 

	 
		“Class A Shares” means the Class A Ordinary Shares of the Company,
		initially having a par value of $0.10 per share, and includes a fraction of a
		Class A Share.
	 

	 
		“Class B Shares” means the Class B Ordinary Shares of the Company,
		initially having a par value of $0.10 per share, and includes a fraction of a
		Class B Share.
	 

	 
		“Commission” means the United States Securities and Exchange
		Commission or any other federal agency at the time administering the Securities
		Act.
	 

	 
		“Exchange Act” means the United States Securities Exchange Act
		of 1934, as amended, or any similar federal statute and the rules and
		regulations of the Commission promulgated thereunder, as the same may be
		amended from time to time.
	 

	 
		“IPO”
		means the initial registered public offering of the Class A Shares in the
		United States.
	 



	 
		 
	 

	 
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		 “Officer” means an officer of the Company from time to time
		during the term of this Agreement.
	 

	 
		“Option”
		means that certain Option to purchase 400,000 Class A Shares issued by the
		Company to First International Capital Holdings Ltd. on the date hereof.

	 

	 
		“Ordinary Shares” means collectively, the Class A Shares and the
		Class B Shares and includes a fraction of an Ordinary Share.
	 

	 
		“Person”
		means an individual, a partnership, a company, a corporation, a limited
		liability company, an association, a joint stock company, a trust, a joint
		venture, an unincorporated organization or a governmental or quasi-governmental
		entity or any department, agency or political subdivision thereof.
	 

	 
		“Permitted Transferee” means, with respect to any Shareholder, any
		Affiliate of such Shareholder that has been approved by the Board as a
		“Permitted Transferee” in writing prior to any Transfer of Ordinary
		Shares or Options, which approval shall be granted by the Board unless the
		Board determines, in its sole and absolute discretion, that the applicable
		Transfer would result in an increased risk of adverse tax, regulatory or legal
		consequences to the Company, any of its subsidiaries or any of its
		shareholders.
	 

	 
		“Registrable Securities” means (i) the Class A Shares held by each
		Shareholder and (ii) any Class A Shares issuable (x) upon conversion of the
		Class B Shares or (y) upon exercise of any Option and (iii) any Class A Shares
		issued, issuable, converted, convertible, exchanged or exchangeable in respect
		of the securities referred to in clauses (i) and (ii) above upon any stock
		split, stock dividend, recapitalization or similar event; provided, however, that
		Registrable Securities shall not include any securities referred to in clauses
		(i), (ii) or (iii) if (A) the holder of such securities, with the exception of
		the Sponsor, may resell such Registrable Securities pursuant to Rule 144 (or
		successor rule) under the Securities Act, (B) the sale of such securities has
		been registered pursuant to the Securities Act or (C) the Registrable
		Securities have been transferred in a transaction in which registration rights
		are not transferred pursuant to Section 2 hereof.
	 

	 
		“Register,” “registered” and “registration” refer to a registration effected by preparing and
		filing a Registration Statement in compliance with the Securities Act, and the
		declaration or ordering of the effectiveness of such Registration
		Statement.
	 

	 
		“Registration Expenses” shall have the meaning set forth in Section 9
		hereof.
	 

	 
		“Securities Act” means the United States Securities Act of 1933,
		as amended, or any similar federal statute and the rules and regulations of the
		Commission promulgated thereunder, as the same may be amended from time to
		time.
	 

	 
		“Selling Expenses” means all underwriting discounts, selling
		commissions and stock transfer taxes applicable to the securities registered by
		the Shareholders and the costs of any accountants, counsel or other experts
		retained by the Shareholders.
	 




	 
		 
	 

	 
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		“Sponsor” means Greenlight Capital Investors, LLC, a
		Delaware limited liability company.
	 

	 
		“Transfer” means any direct or indirect sale, exchange,
		transfer (including, without limitation, any transfer by gift or operation of
		law, or any transfer of an economic interest in any derivative security of any
		security), assignment, distribution or other disposition, or issuance or
		creation of any option or any voting proxy, voting trust or other transfer of
		interest, in whole or in part, whether in a single transaction or a series of
		related transactions and whether voluntarily or involuntarily or by operation
		of law or at a judicial sale or otherwise.
	 

	 
		“U.S. GAAP” means Unites States generally accepted accounting
		principles.
	 

	 
		“$”
		means the legal currency of the United States of America.
	 

	 
			
				
				  2.
				

			 	
				
				  Transfer
				  Restrictions.
				

			 

 

	 
		(a) General Restrictions. A Shareholder shall not Transfer its Ordinary Shares
		or Options except in compliance with (i) the Securities Act or an exemption
		therefrom, (ii) any required approval of the Cayman Islands Monetary Authority,
		(iii) the Memorandum and Articles of Association of the Company and (iv) and in
		accordance with the following terms and conditions:
	 

	 
		(i) If a Shareholder intends to Transfer any
		of its Ordinary Shares or Options (such transferring Shareholder, the
		“Transferring
		Shareholder”), such
		Transferring Shareholder shall give written notice (an “Offer Notice”) to the Company stating the Transferring
		Shareholder’s bona fide intention to make such a Transfer, describing in
		reasonable detail the proposed Transfer, including the identity of the proposed
		transferee (the “Proposed
		Transferee”), the number of
		Ordinary Shares and/or Options proposed to be Transferred pursuant to the offer
		(the “Transfer
		Securities”), and specifying
		the bona fide per share purchase price that the Proposed Transferee has agreed
		to pay for the Transfer Securities (the “Sale Price”), which Sale Price shall be payable in cash at
		the closing of the transaction.
	 

	 
		(ii) Upon receipt of the Offer Notice, the
		Company shall have the exclusive option to purchase, upon delivery of a notice
		(the “Election
		Notice”) to the Transferring
		Shareholder within thirty (30) days of its receipt of the Offer Notice, all or
		any portion of the Transfer Securities. The Company shall deliver an Election
		Notice to the Transferring Shareholder of its election to purchase or not
		purchase any such Transfer Securities within such thirty (30) day period,
		together with the payment to the Transferring Shareholder of the Sale Price
		therefor (in the event that the Company so elects to purchase any Transfer
		Securities). If the Company elects to purchase the Transfer Securities, the
		Transfer of any Transfer Securities shall be consummated as soon as practicable
		after delivery of the Election Notice, but in no event later than fifteen (15)
		Business Days after the delivery of the Election Notice.
	 

	 
		(iii) In the event that less than all of the
		Transfer Securities have been acquired by the Company, the Transferring
		Shareholder may, no later than 90 calendar days after the expiration of the
		applicable election period set forth in clause (ii) above, Transfer the
		Transfer Securities not purchased by the Company to the Proposed Transferee at
		a price no less than the price per share specified in the Offer Notice and on
		other terms no more materially favorable to 
	 



	 
		 
	 

	 
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		the Proposed Transferee than offered to the
		Company in the Offer Notice, provided, that
		the Company has approved the Proposed Transferee (as required for all transfers
		pursuant to the Company’s Memorandum and Articles of Association). It
		shall be a condition precedent to the consummation of any Transfer of Transfer
		Securities to a Person not a party to this Agreement that such Person executes
		a signature page to, and be bound by the terms and conditions of, this
		Agreement. Any Transfer Securities not Transferred to the Proposed Transferee
		within such 90-day period shall be re-offered (without obligation to purchase)
		to the Company under this Section 2 prior to any subsequent Transfer pursuant
		to the terms of this Section 2.
	 

	 
		(b) Other Restrictions.
	 

	 
		(i) Prior to the Transfer of any Ordinary
		Shares or Options the Transferring Shareholder shall also deliver to the
		Company (A) at the Company’s request, an opinion of counsel which, to the
		Company’s reasonable satisfaction, is knowledgeable in securities law
		matters to the effect that such Transfer may be effected without registration
		of such Ordinary Shares or Options under the Securities Act and (B) such
		certification as may be required by the Board pursuant to the Company’s
		Memorandum and Articles of Association, as necessary to ensure that such
		Transfer will not violate any of the ownership limitations set forth in the
		Company’s Memorandum and Articles of Association. In addition, if so
		requested in writing by the Company, the Transferring Shareholder shall also
		provide the Company with a list of affiliates or related parties of the
		Proposed Transferee.
	 

	 
		(ii) Prior to a Transfer by a Shareholder of
		any Ordinary Shares or Options, such Shareholder shall obtain and, if requested
		by the Company, provide the Company with copies of, all approvals as may be
		required by the Cayman Islands Monetary Authority.
	 

	 
		(iii) Any Transfer of Ordinary Shares or
		Options that violates the provisions of this Section 2 shall not be recorded by
		the Company or any of its agents and shall be deemed void ab initio.
	 

	 
		(c) Permitted Transfers. The restrictions set forth in Section 2(a) hereof
		shall not apply to any Transfer of Ordinary Shares or Options by a Shareholder
		to its Permitted Transferee(s); provided, that
		(A) such Transfer is in compliance with any required approval of the Cayman
		Islands Monetary Authority, (B) such Transfer complies with the transfer
		restrictions set forth in the Company’s Memorandum and Articles of
		Association, (C) the provisions of this Agreement shall continue to be
		applicable to the Ordinary Shares or Options, as applicable, after any Transfer
		above and (D) the Permitted Transferee(s) thereof shall agree in writing to be
		bound by the provisions of this Agreement and shall be deemed a
		“Shareholder” for purposes of this Agreement; provided,
		further that if a Permitted Transferee ceases to be an
		Affiliate of the Transferring Shareholder, the Ordinary Shares or Options held
		by such Person shall be deemed to have been Transferred and shall be subject to
		the provision of Section 2(a) upon discovery by the Company of such change in
		status.
	 

	 
		(d) Legend.
		Certificates evidencing Ordinary Shares or Options shall bear the following
		legend:
	 



	 
		 
	 

	 
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		“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 MEMORANDUM AND ARTICLES OF ASSOCIATION AND PURSUANT TO A
		SHAREHOLDERS’ AGREEMENT DATED AS OF AUGUST ____, 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.”
	 

	 
		If any Registrable Securities become
		eligible for sale pursuant to Rule 144 under the Securities Act, the Company
		shall, upon the request of a holder of such Registrable Securities and delivery
		to the Company of an opinion of counsel reasonably satisfactory to the Company,
		issue new certificates for such Registrable Securities not bearing the first
		paragraph of the legend set forth above. The Company further agrees to remove
		such legend at such time as the Registrable Securities are subject to an
		effective registration statement under the Securities Act.
	 

	 
			
				
				  3.
				

			 	
				
				  Drag-Along and Tag-Along
				  Rights.
				

			 

 

	 
		A.
		Drag-Along Rights.
	 

	 
		(a) Right to Require Sale. Notwithstanding any other provision hereof, if one or
		more Shareholders (such Shareholders, together with their Affiliates, the
		“Selling
		Shareholders”) proposes to
		enter into an agreement to Transfer or otherwise dispose of for value Ordinary
		Shares held by such Selling Shareholders representing sixty six and two-thirds
		percent (66 2/3%) of the issued and outstanding Ordinary Shares (on a fully
		diluted and as converted 
	 



	 
		 
	 

	 
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		basis) to a Person who is not a Permitted
		Transferee of such Selling Shareholders (any such Person, a
		“Third Party
		Purchaser”) in a bona fide
		transaction pursuant to which the Third Party Purchaser will purchase all of
		the Ordinary Shares on a fully diluted and converted basis (any such
		transaction, a “Drag-Along
		Sale”) then, subject to any
		required regulatory approvals, each other Shareholder (the
		“Drag Along
		Shareholders”) hereby agrees
		to sell to such Third Party Purchaser, upon the demand of such Selling
		Shareholders, all of the Ordinary Shares (together with all other securities
		exercisable or convertible into, or exchangeable, for Ordinary Shares) (such
		Ordinary Shares and other securities, collectively, the
		“Drag-Along
		Shares”) held by each such
		Drag-Along Shareholders on the date of the Drag-Along Notice (as defined in
		Section 3(A)(b) below), on the same terms and conditions as agreed to by the
		Selling Shareholders and such Third Party Purchaser; provided,
		however, that in negotiating such Drag-Along Sale, the Selling
		Shareholders shall provide (i) that the only representations and warranties or
		covenants which any Drag-Along Shareholder shall be required to make
		individually in connection with the Drag-Along Sale are representations and
		warranties with respect to such Drag-Along Shareholders own ownership of the
		Drag-Along Shares to be sold by it and its ability to convey title thereto free
		and clear of liens, encumbrances or adverse claims, its due organization, its
		due authorization, execution and delivery of the definitive purchase agreement
		(if applicable), the enforceability of such purchase agreement against it and
		no conflict of it with such purchase agreement, (ii) that the liability of any
		Drag-Along Shareholder with respect to any representations or warranties made
		in connection with the Drag-Along Sale is the several liability of such
		Drag-Along Shareholder (and not any other person) and that such liability is
		limited to the amount of proceeds actually received by such Drag-Along
		Shareholder in the Drag-Along Sale, and (iii) that no Drag-Along Shareholder
		shall be required to provide any individual indemnification to anyone in
		connection with the Drag-Along Sale (other than an individual indemnification
		for damages resulting from the breach of any representations or warranties made
		by solely by such Drag-Along Shareholder); provided,
		further, that the foregoing shall not limit the obligations of
		such Drag-Along Shareholder, and such Drag-Along Shareholder hereby expressly
		agrees to be bound by and be subject to, any escrow or other holdback
		arrangement (on a pro rata basis based on the amount of such Drag-Along Shares
		sold by such Drag-Along Shareholder in proportion to all shares of the Company
		sold in such Drag-Along Sale) provided for in the agreement relating to the
		Drag-Along Sale.
	 

	 
		(b) Drag-Along Notice. Prior to making any Drag-Along Sale, if the Selling
		Shareholders elect to exercise the rights afforded under this Section 3(A), the
		Selling Shareholders shall provide the Drag-Along Shareholders with written
		notice (the “Drag Along
		Notice”) not less than twenty
		(20) calendar days prior to the proposed date of the Drag-Along Sale (the
		“Drag Along Sale
		Date”). The Drag-Along Notice
		shall set forth: (i) the name and address of the Third Party Purchaser; (ii)
		the proposed amount and form of consideration to be paid per share and the
		terms and conditions of payment offered by the Third Party Purchaser; (iii) the
		Drag-Along Sale Date; and (iv) confirmation that the Third Party Purchaser has
		agreed to purchase the Drag-Along Shareholders’ Drag-Along Shares in
		accordance with the terms hereof.
	 

	 
		(c) Delivery of Certificates. On the Drag-Along Sale Date, each Drag-Along
		Shareholder shall deliver all of the certificates representing its Drag-Along
		Shares, duly endorsed for transfer with signatures guaranteed, to such Third
		Party Purchaser in the manner and at the 
	 



	 
		 
	 

	 
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		address indicated in the Drag-Along Notice
		against delivery of immediately available funds in the amount of the applicable
		purchase price for such Drag-Along Shares.
	 

	 
		(d) Costs and Fees.
		The Selling Shareholders shall bear all costs and fees incurred in connection
		with a Drag-Along Sale, except each Shareholder shall bear the costs and fees
		of its own independent advisors. The Company shall have no obligation to bear
		any costs and fees incurred in connection with a Drag-Along Sale or otherwise
		under this Section 3(A).
	 

	 
		B. Tag-Along Rights.
	 

	 
		(a) Tag-Along Sale.
		If any holder of Class B Shares (a “Class B Selling Shareholder”) proposes to enter into an agreement to Transfer
		or otherwise dispose of for value Class B Shares representing two percent (2%)
		or more of the issued and outstanding Ordinary Shares (on a fully diluted and
		as converted basis) (“Tag-Along
		Stock”) to a Person who is not
		a Permitted Transferee of such Class B Selling Shareholder (any such Person, a
		“Tag-Along
		Purchaser”) in one or a series
		of related transactions pursuant to which the Tag-Along Purchaser will purchase
		such Class B Shares on a fully diluted and as converted basis, then such Class
		B Selling Shareholder shall promptly give written notice (the
		“Tag-Along
		Notice”) simultaneously to the
		Company and to each of the other Shareholders at least thirty (30) calendar
		days prior to the closing of such Transfer. Simultaneously with delivery of the
		Tag-Along Notice the Class B Selling Shareholder shall deliver to the Company
		an opinion of counsel satisfactory to the Company that no registration is
		required under the Securities Act or any applicable state securities law to
		effectuate the Transfer. The Tag-Along Notice shall describe in reasonable
		detail the proposed Transfer, including the number of shares of Tag-Along Stock
		to be Transferred, the nature of such Transfer, the total consideration to be
		paid to the Class B Selling Shareholder, and the name and address of each
		prospective Tag-Along Purchaser.
	 

	 
		(b) Notice of Participation. Each Shareholder shall have the right, exercisable
		upon written notice (the “Tag-Along Exercise Notice”) to the Company and the Class B Selling
		Shareholder within 15 calendar days after the Tag-Along Notice is given, to
		participate in such Transfer of Tag-Along Stock on the same terms and
		conditions offered to the Class B Selling Shareholder, subject to any required
		regulatory approvals. Each Shareholder desiring to participate shall be
		referred to as a “Tag-Along
		Participant”. Such Tag-Along
		Exercise Notice shall acknowledge that the consideration received by the
		Tag-Along Participants shall be the same consideration per share to be received
		by the Class B Selling Shareholder, and the terms and conditions of such
		Transfer shall be the same as those upon which the Class B Selling Shareholder
		Transfers its Class B Shares; provided,
		however, that: (i) each Tag-Along Participant shall be solely
		liable with respect to any representations and warranties regarding (A) such
		Tag-Along Participant’s title and ownership of such Tag-Along
		Participant’s Class A Shares; (B) the authorization, execution and
		delivery of relevant documents by such Tag-Along Participant; and (C) the
		enforceability of such relevant documents against such Tag-Along Participant;
		(ii) any general indemnity given by any Tag-Along Participants applicable to
		liabilities not specific to a particular Tag-Along Participant shall be
		apportioned on a pro rata basis among the Tag-Along Participants and the Class
		B Selling Shareholder in accordance with the number of Ordinary Shares
		Transferred by each; (iii) no Tag-Along Participant shall be liable to
		indemnify the Tag-Along Purchaser or its Affiliates with respect to an amount
		in excess of the net cash proceeds paid to such Tag-Along Participant in
		connection with such Transfer; and (iv) if required by the
	 



	 
		 
	 

	 
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		Transfer agreement and reasonably described
		in the Tag-Along Notice, any escrow of proceeds shall be withheld on a pro rata
		basis among the Class B Selling Shareholder and the Tag-Along Participants in
		accordance with the number of Ordinary Shares Transferred by each.
	 

	 
		The Tag-Along-Exercise Notice shall indicate
		the number of Ordinary Shares such Tag-Along Participant wishes to Transfer
		under its right to participate, which number shall not be less than the number
		of Ordinary Shares which such Tag-Along Participant must Transfer to Transfer
		the same percentage of such Tag-Along Participant’s Ordinary Shares as the
		Tag-Along Stock represents of the Class B Selling Shareholder’s Ordinary
		Shares in the aggregate (on a fully-diluted and as converted basis) immediately
		prior to such Transfer (such number of Ordinary Shares, the
		“Participant’s Pro Rata
		Portion”). For the avoidance
		of doubt, the Tag-Along Notice shall indicate what percentage the Tag-Along
		Stock represents of the Class B Selling Shareholder’s Ordinary Shares (in
		the aggregate).
	 

	 
		(c) Transfer. Within
		10 calendar days after the date a Tag-Along Participant provides a Tag-Along
		Exercise Notice pursuant to Section 3(B)(a), such Tag-Along Participant shall
		deliver to the Company the duly endorsed certificate or certificates
		representing the Ordinary Shares held by such Tag-Along Participant to be
		Transferred and a limited power-of-attorney authorizing the Company to take all
		actions necessary to sell or otherwise Transfer such Ordinary Shares to the
		Tag-Along Purchaser. The Company shall thereupon be obligated to deliver any
		such Ordinary Shares to the Tag-Along Purchaser at such time as the Transfer is
		consummated, which shall be no later than 90 days following delivery of the
		Tag-Along Notice. If any Tag-Along Participant who delivers a Tag-Along
		Exercise Notice (and thereby becomes obligated to Transfer any Ordinary Shares
		to the Tag-Along Purchaser) fails to deliver such Ordinary Shares in accordance
		with the terms of this Agreement (a “Defaulting Participant”), the Company may, in addition to all other
		remedies it may have, send to the Defaulting Participant(s) the purchase price
		for such Ordinary Shares as is herein specified. Thereupon, the Company, upon
		the written request of the Class B Selling Shareholder and written notice to
		the Defaulting Participant(s), shall (a) cancel on its books the certificate or
		certificates representing the Ordinary Shares to be Transferred and (b) in the
		case of any failure to deliver Ordinary Shares issue, in lieu thereof, in the
		name of the Tag-Along Purchaser, a new certificate or certificates representing
		such Ordinary Shares and thereupon all of the Defaulting Participant’s
		rights in and to such Ordinary Shares shall terminate.
	 

	 
		(d) Delivery of Securities. At the closing of such Transfer, which closing shall
		take place at the location specified by the Class B Selling Shareholder in the
		Tag-Along Notice, each Tag-Along Participant shall be obligated to execute and
		deliver such agreements and documentation as may be necessary for such
		Tag-Along Participant to be subject to the same terms and conditions with
		respect to the Transfer as apply to the Class B Selling Shareholder.
	 

	 
		(e) Reduction in Number of Securities. To the extent that the Tag-Along Purchaser refuses to
		purchase the number of Ordinary Shares offered after the receipt by the Company
		of all Tag-Along Exercise Notices from Tag-Along Participants, the number of
		Ordinary Shares offered shall be reduced as follows:
	 



	 
		 
	 

	 
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		(i) first, the number of Ordinary Shares
		offered by each Tag-Along Participant shall be reduced to be a number equal to
		such Tag-Along Participant’s Pro Rata Portion; and
	 

	 
		(ii) second, the number of Ordinary Shares
		offered by the Class B Selling Shareholder and each Tag-Along Participant shall
		be reduced, on a pro rata basis among the Tag-Along Participants and the Class
		B Selling Shareholder in accordance with the number of Ordinary Shares held by
		each until the total number of Ordinary Shares offered is equal to the number
		of Ordinary Shares the Tag-Along Purchaser is willing to purchase.
	 

	 
		For example (by way of illustration
		only), if the Tag-Along Notice
		contemplates a sale of 100 Ordinary Shares (on an as converted basis) by the
		Class B Selling Shareholder, and if the Class B Selling Shareholder at such
		time owns 300 Ordinary Shares (on an as converted basis), and if one Tag-Along
		Participant elects to participate in such Transfer and at such time owns 200
		Ordinary Shares (on an as converted basis), the Class B Selling Shareholder
		would be entitled to sell 60 Ordinary Shares (300/500 x 100 Ordinary Shares)
		and the Tag-Along Participant would be entitled to sell 40 Ordinary Shares
		(200/500 x 100 Ordinary Shares).
	 

	 
		(f) No Election to Participate. If none of the other Shareholders elect to participate
		in the sale of the Tag-Along Stock subject to the Tag-Along Notice, the Class B
		Selling Shareholder may, not later than sixty (60) calendar days following
		delivery to the Company of the Tag-Along Notice, enter into an agreement with
		the Tag-Along Purchaser providing for the closing of the Transfer of the
		Tag-Along Stock covered by the Tag-Along Notice within 30 days of such
		agreement on terms and conditions not more favorable to the Tag-Along Purchaser
		than those described in the Tag-Along Notice. Any proposed Transfer on terms
		and conditions more favorable than those described in the Tag-Along Notice, as
		well as any subsequent proposed Transfer of any of the Tag-Along Stock by the
		Class B Selling Shareholder, shall again be subject to the tag-along rights of
		the Shareholders and shall require compliance by such Class B Selling
		Shareholder with the procedures described in this Section 3(B).
	 

	 
		(g) Costs and Fees.
		Each Shareholder Transferring Ordinary Shares pursuant to this Section 3(B)
		shall bear the same proportion of the expenses of the Transfer as the number of
		Ordinary Shares Transferred by such Shareholder bears to the aggregate number
		of Ordinary Shares so Transferred to, the Tag-Along Purchaser, except each such
		Shareholder shall be solely responsible for the costs and fees of its own
		independent advisors, if any. For the avoidance of doubt, the Company shall
		have no obligation to bear any costs or fees incurred in connection with a
		Tag-Along Sale or otherwise under this Section 3(B).
	 

	 
		(h) Remittance of Consideration. Promptly after the consummation of the Transfer the
		Tag-Along Purchaser shall remit directly to the Class B Selling Shareholder and
		the Tag-Along Participants the consideration for the Ordinary Shares
		Transferred pursuant to this Section 3(B).
	 

	 
			
				
				  4.
				

			 	
				
				  Compliance with Cayman Islands
				  Law.
				

			 

 





	 
		 
	 

	 
		9
	 

	 
		 
	 

	 
 

	 
		The Company shall have no obligation under
		the provisions of Sections 5, 6, 7, 8, 9 and 10 hereof unless and until all
		approvals required from the Cayman Islands Monetary Authority are received. The
		provisions of Section 5, 6, 7, 8, 9 and 10 shall be read subject to the
		provisions of this Section 4.
	 

	 
			
				
				  5.
				

			 	
				
				  Demand
				  Registrations.
				

			 

 

	 
		(a) Requests for Registration.
	 

	 
		(i) Subject to the conditions of this
		Section 5, the holders of at least 50% of the outstanding Registrable
		Securities, as calculated on a fully diluted and converted basis, (such
		holders, the “Initiating
		Holders”), may request, at any
		time after the earlier to occur of (i) the fifth (5th) anniversary of this
		Agreement or (ii) the date that is one hundred eighty (180) days after the
		consummation of an IPO, to have all or part of their Registrable Securities
		registered on Form S-1, or any similar long-form registration statement
		(“Long-Form
		Registration”) or, if
		available, on Form S-2 or S-3 (as such forms are identified in the Exchange
		Act), or any similar short-form registration statement
		(“Short-Form
		Registration”). Each request
		for a Long-Form Demand Registration (as defined below) shall have an aggregate
		offering price of at least $30 million, inclusive of Registrable Securities
		included in such Long-Form Demand Registration pursuant to Section 6 hereof,
		and shall specify the approximate number of Registrable Securities requested to
		be registered, the proposed manner of disposition and the proposed underwriter,
		if any. Within ten (10) Business Days after receipt of any such request, the
		Company shall give written notice of such requested registration to the other
		Shareholders and, subject to Section 5(b) below, shall include in such
		registration all Registrable Securities with respect to which the Company has
		received written requests for inclusion therein within fifteen (15) calendar
		days after the receipt of the Company’s notice. All registrations
		requested pursuant to a Long-Form Registration are referred to herein as
		“Long-Form Demand
		Registrations”; and all other
		registrations requested pursuant to this paragraph 5(a) are referred to herein
		as a “Short-Form Demand
		Registrations”; Long-Form
		Demand Registrations and Short-Form Demand Registrations are collectively
		referred to as “Demand
		Registrations.” Subject to the
		provisions of this Section 5, the Sponsor shall be entitled to an unlimited
		number of Short-Form Demand Registrations and, pursuant to the provisions of
		Section 9 hereof, the Company shall be required to pay all Registration
		Expenses incurred by the Sponsor in connection therewith.
	 

	 
		(ii) Upon receipt of a request for a Demand
		Registration (a “Demand
		Request”) pursuant to Sections
		5(a)(i), the Company shall:
	 

	 
		(a) cause to be filed, as soon as
		practicable, but within the later of (x) 90 days (or 45 days with respect to
		any Short-Form Registration) of the date of delivery to the Company of the
		Demand Request, or (y) 180 days after the effectiveness of the most recently
		filed Registration Statement by the Company, a Registration Statement covering
		such Registrable Securities which the Company has been so requested to
		register, providing for the registration under the Securities Act of such
		Registrable Securities to the extent necessary to permit the disposition of
		such Registrable Securities so to be registered in accordance with the intended
		method of distribution specified in such Demand Request;
	 



	 
		 
	 

	 
		10
	 

	 
		 
	 

	 
 

	 
		(b) use its commercially reasonable efforts
		to have such Registration Statement declared effective by the SEC as soon as
		practicable thereafter; and
	 

	 
		(c) refrain from filing any other
		Registration Statements, other than pursuant to a. Registration Statement on
		Form S-4 or S-8 (or similar successor forms), with respect to any other
		securities of the Company until such date which is one hundred and eighty (180)
		days following the effectiveness of the Registration Statement filed in
		response to the Demand Request.
	 

	 
		 (b) Priority on Demand Registrations.
	 

	 
		The Company shall not include in any Demand
		Registration any securities that are not Registrable Securities without the
		prior written consent of the Sponsor or, in the event of a Long-Form
		Registration only, the Initiating Holders. If a Demand Registration is an
		underwritten offering and the managing underwriters advise the Company in
		writing that in their opinion the number of Registrable Securities and, if
		permitted hereunder, other securities requested to be included in such offering
		exceeds the number of Registrable Securities and other securities, if any,
		which can be sold therein without materially and adversely affecting the
		marketability of the offering (the “Offering Quantity”), the Company shall include in such registration
		securities in the following priority:
	 

	 
		(i) first, before including any securities
		which are not Registrable Securities, the Company shall include all of the
		Registrable Securities requested to be included by the Sponsor and, if
		applicable, the Initiating Holders, and if such number exceeds the Offering
		Quantity, then the Company shall include only (a) the Sponsor’s Offering
		Quantity or (b), in the event of a Long-Form Registration only, the Initiating
		Holders’ pro rata share of the Offering Quantity, based on the number of
		Registrable Securities then beneficially owned on a fully converted basis by
		the Initiating Holders;
	 

	 
		(ii) second, to the extent (and only to the
		extent) that the Offering Quantity exceeds the aggregate amount of Registrable
		Securities which are requested to be included in such registration, the Company
		shall include in such registration Registrable Securities requested to be
		included by the non-Initiating Shareholders, and if such number exceeds the
		Offering Quantity, the Company shall include only such non-Initiating
		Shareholders’ pro rata share of the Offering Quantity, based on the amount
		of Registrable Securities beneficially owned by such non-Initiating
		Shareholders; and
	 

	 
		(iii) third, to the extent (and only to the
		extent) that the Offering Quantity exceeds the aggregate amount of Registrable
		Securities which are requested to be included in such registration, the Company
		shall include in such registration any other securities requested to be
		included in the Offering.
	 

	 
		(c) Restrictions on Demand Registrations.
	 

	 
		(i) The Company may postpone upon one (1)
		occasion during any twelve (12) month period for up to 120 days the filing or
		the effectiveness of a Registration Statement for a Demand Registration if the
		Board determines, in good faith and at its sole discretion, that such Demand
		Registration would reasonably be expected to be seriously detrimental to the
		
	 



	 
		 
	 

	 
		11
	 

	 
		 
	 

	 
 

	 
		Company and would have a material adverse
		effect on any proposal or plan by the Company or any of its subsidiaries to
		engage in any acquisition of assets (other than in the ordinary course of
		business) or any merger, financing, consolidation, tender offer or similar
		transaction; provided, however, that in
		such event, the party requesting such Demand Registration shall be entitled to
		withdraw such request at any time during the 120-day period and, if such
		request is withdrawn, such Demand Registration shall not count as one of the
		permitted Demand Registrations hereunder and the Company shall be responsible
		for all Registration Expenses (as set forth in Section 9) incurred in
		connection with the registration prior to the time of withdrawal.
	 

	 
		(ii) The Company shall be required to effect
		and have declared effective only one (1) Long-Form Demand Registration pursuant
		to this Section 5.
	 

	 
		(iii) The Company shall not be obligated to
		register more than two (2) Demand Registrations in any 12-month period;
		provided, that no registration shall count as a Demand
		Registration until it has been declared effective by the Commission.
	 

	 
		(d) Selection of Underwriters.
	 

	 
		(i) The Sponsor shall have the right to
		select the investment banker(s) and managing underwriters for any Demand
		Registration it initiates to administer an offering pursuant to Section
		5(a)(i), subject to the Company’s approval, which approval shall not be
		unreasonably withheld, delayed or conditioned.
	 

	 
		(ii) In the event of a Long-From
		Registration, the Shareholders that hold a majority in interest of the
		Registrable Securities sought to be registered by the Initiating Holders shall
		have the right to select the investment banker(s) and managing underwriter(s)
		to administer the offering, subject to the Company’s approval, which
		approval shall not be unreasonably withheld, delayed or conditioned.
	 

	 
		(e) Other Registration Rights.
	 

	 
		Except as provided in this Agreement, the
		Company shall not grant to any persons the right to request the Company to
		register any equity securities of the Company, or any securities convertible or
		exchangeable into or exercisable for such securities.
	 

	 
			
				
				  6.
				

			 	
				
				  Piggyback
				  Registrations.
				

			 

 

	 
		(a) Right to Piggyback.
	 

	 
		After the consummation of an IPO (should one
		occur), if the Company proposes to file any registration statement under the
		Securities Act for the purposes of a public offering of its securities (whether
		or not for sale for its own account and including, but not limited to,
		registration statements relating to secondary offerings of securities of the
		Company, but excluding registration statements relating to any registration on
		Form S-4 or S-8 or any successor or similar forms) (a “Piggyback Registration”), the Company will give prompt written notice to
		all the Shareholders of its intention to effect such a registration and shall,
		subject to 6(b), use all commercially reasonable efforts to include in such
		registration all Registrable Securities with respect to which the Company has
		received written requests for inclusion therein within 30 days 
	 



	 
		 
	 

	 
		12
	 

	 
		 
	 

	 
 

	 
		after the receipt of the Company’s
		notice; provided, however, that
		the Company may at any time withdraw or cease proceeding with any such
		Piggyback Registration if it will at the same time withdraw or cease proceeding
		with the registration of all other Company securities originally proposed to be
		registered. The rights to Piggyback Registration may be exercised an unlimited
		number of occasions. Any Shareholder shall have the right to withdraw such
		Shareholder’s request for inclusion of such Shareholder’s Registrable
		Securities in any Registration Statement filed in connection with a Piggyback
		Registration by giving written notice to the Company of such withdrawal within
		five (5) Business Days prior to the anticipated effectiveness of such
		registration statement in connection therewith.
	 

	 
		 (b) Priority on Piggyback Registrations.
	 

	 
		If a Piggyback Registration is an
		underwritten offering and the managing underwriter advises the Company in
		writing (with a copy to each party hereto requesting registration of
		Registrable Securities) that in its opinion the number of securities requested
		to be included in such registration exceeds the number which can be sold in
		such offering without materially and adversely affecting the marketability of
		such offering (the “Company
		Offering Quantity”), the
		Company will include in such registration securities in the following
		priority:
	 

	 
		(i) first, the securities the Company
		proposes to sell;
	 

	 
		(ii) second, to the extent (and only to the
		extent) that the Company Offering Quantity exceeds the aggregate amount of
		Registrable Securities which are requested to be included in such registration,
		the Company shall include in such registration Registrable Securities requested
		to be included by the other Shareholders, and if such number exceeds the
		remaining Company Offering Quantity, the Company shall include only such other
		Shareholders’ pro rata share of the remaining Company Offering Quantity
		based on the amount of Registrable Securities beneficially owned on a fully
		converted basis by such other Shareholders; and
	 

	 
		(iii) third, to the extent (and only to the
		extent) that the Company Offering Quantity exceeds the aggregate amount of
		Registrable Securities which are requested to be included in such registration,
		the Company shall include in such registration any other securities requested
		to be included in the offering; provided, that
		the Company shall not include in any Piggyback Registration any securities that
		are not Registrable Securities (other than securities the Company proposes to
		sell) without the prior written consent of Shareholders that hold a majority of
		the Registrable Securities to be included in the Piggyback Registration.

	 

	 
		 (c) No Effect on Demand Registrations.
	 

	 
		No registration effected under this Section
		6 shall be deemed to have been effected pursuant to Section 5 hereof or shall
		relieve the Company of its obligation to effect any registration upon request
		under Section 5 hereof.
	 

	 
		(d) Other Registrations.
	 

	 
		If the Company has previously filed a
		Registration Statement with respect to Registrable Securities pursuant to
		Section 5 or pursuant to this Section 6, and if such previous registration has
		not been withdrawn or abandoned, the Company shall not file or cause to be
		
	 



	 
		 
	 

	 
		13
	 

	 
		 
	 

	 
 

	 
		effected any other registration of any of
		its equity securities or securities convertible or exchangeable into or
		exercisable for its equity securities under the Securities Act (except on Form
		S-4 or S-8 or any successor form), whether on its own behalf or at the request
		of any holders of the Company’s equity securities, until a period of at
		least 90 days has elapsed from the effective date of such previous
		registration.
	 

	 
			
				
				  7.
				

			 	
				
				  Holdback
				  Agreements.
				

			 

 

	 
		(a) To the extent not inconsistent with
		applicable law, each Shareholder agrees not to effect any public sale or
		distribution (including sales pursuant to Rule 144 under the Securities Act) of
		equity securities of the Company, or any securities, options or rights
		convertible into or exchangeable or exercisable for such securities, during (i)
		the seven days prior to, and the 180-day period beginning on the effective date
		of, an IPO or (ii) the 90-day period beginning on the effective date of a
		firmly underwritten public offering of the Registrable Securities effected
		pursuant to a Demand Request, as applicable, unless expressly authorized by the
		underwriters managing the registered public offering; provided that
		such restrictions shall not be more restrictive in duration or scope than
		restrictions imposed on (A) any Person which has been granted registration
		rights by the Company, (B) any officer or director of the Company, or (C) any
		other holders of at least 5% of the total Ordinary Shares on a fully diluted
		and converted basis; and provided,
		further, that nothing herein shall restrict, directly or
		indirectly:
	 

	 
		(i) any bona fide pledge of Ordinary Shares
		or the subsequent Transfer upon default in connection with any such
		pledge,
	 

	 
		(ii) subject to obtaining any required
		Cayman Islands Monetary Authority approval, any charitable contribution;
		or
	 

	 
		(iii) the disposition of freely tradable
		Ordinary Shares that have been acquired by the Shareholder in open market
		transactions.
	 

	 
		The provisions of this Section 7(a) shall
		expire upon the second anniversary of an IPO.
	 

	 
		(b) The Company may impose stop transfer
		instructions with respect to Registrable Securities or other securities subject
		to the foregoing Section 7(a) until the end of the relevant period.
	 

	 
		(c) The Company agrees (i) not to effect any
		public sale or distribution of its equity securities, or any securities
		convertible into or exchangeable or exercisable for such securities, during the
		seven days prior to and during the 180-day period beginning on the effective
		date of any underwritten Demand Registration or any underwritten Piggyback
		Registration (except as part of such underwritten registration or pursuant to
		registrations on Form S-4 or S-8 or any successor form), unless the
		underwriters managing the registered public offering otherwise agree, and (ii)
		to cause each holder of its Ordinary Shares, or any securities convertible into
		or exchangeable or exercisable for Ordinary Shares, that were purchased from
		the Company at any time after the date of this Agreement (other than in a
		registered public offering) to agree not to effect any public sale or
		distribution (including sales pursuant to Rule 144) of any such
		securities
	 



	 
		 
	 

	 
		14
	 

	 
		 
	 

	 
 

	 
		during such period (except as part of such
		underwritten registration, if otherwise permitted), unless the underwriters
		managing the registered public offering otherwise agree.
	 

	 
			
				
				  8.
				

			 	
				
				  Registration-Procedures.
				

			 

 

	 
		In connection with any Registration
		Statement filed pursuant to Section 5(a) or Section 6(a) herein (a
		“Registrant
		Statement”), the following
		provisions shall apply:
	 

	 
		(a) Copies. The
		Company shall furnish as promptly as practicable to each selling Shareholder,
		prior to filing a Registration Statement or any supplement or amendment
		thereto, a copy of such Registration Statement, supplement or amendment as it
		is proposed to be filed, and after such filing such number of copies of such
		Registration Statement, each amendment and supplement thereto (in each case
		including all exhibits thereto), the prospectus included in such Registration
		Statement (including each preliminary prospectus) and such other documents as
		each Shareholder may reasonably request in order to facilitate the disposition
		of the Registrable Securities owned by such selling Shareholder.
	 

	 
		(b) Preparation of Registration Statement;
		Effectiveness. The Company shall
		prepare and, within 90 days (or 45 days with respect to any Short-Form
		Registration) after the end of the period within which requests for
		registration may be given to the Company, file with the Commission a
		Registration Statement with respect to such Registrable Securities and
		thereafter use its commercially reasonable efforts to cause such Registration
		Statement to become effective as soon as practicable after the initial filing
		thereof and remain effective for a period of either (i) not less than 180 days
		or, if such Registration Statement relates to an underwritten offering, such
		longer period as in the opinion of counsel for the underwriters a prospectus is
		required by law to be delivered in connection with sales of Registrable
		Securities by an underwriter or dealer or (ii) such shorter period as will
		terminate when all of the securities covered by such Registration Statement
		have been disposed of in accordance with the intended methods of disposition by
		the seller or sellers thereof set forth in such Registration Statement (but in
		any event not before the expiration of any longer period required under the
		Securities Act), and to comply with the provisions of the Securities Act with
		respect to the disposition of all securities covered by such Registration
		Statement until such time as all of such securities have been disposed of in
		accordance with the intended methods of disposition by the seller or sellers
		thereof set forth in such Registration Statement.
	 

	 
		(c) General Notification. The Company shall promptly advise the selling
		Shareholders, and, if requested by such Shareholders, confirm such advice in
		writing:
	 

	 
		(i) when the Registration Statement or the
		prospectus included therein or any prospectus amendment or supplement or
		post-effective amendment has been fled with the Commission and when the
		Registration Statement or any post effective amendment thereto has become
		effective;
	 

	 
		(ii) of any request by the Commission for
		amendments or supplements to the Registration Statement or the prospectus
		included therein or for additional information;
	 

	 
		(iii) of any notification by the Commission
		whether there will be a “review” of such Registration
		Statement;
	 



	 
		 
	 

	 
		15
	 

	 
		 
	 

	 
 

	 
		(iv) of the issuance by the Commission of
		any stop order suspending the effectiveness of the Registration Statement or
		the initiation of any proceedings for that purpose;
	 

	 
		(v) of any comments (oral or written) by the
		Commission and by the blue sky or securities commissioner or regulator of any
		state with respect thereto;
	 

	 
		(vi) of the receipt by the Company of any
		notification with respect to the suspension of the qualification of the
		Registrable Securities for sale in any jurisdiction or the initiation or
		threatening of any proceeding for such purpose; and
	 

	 
		(vii) of the happening of any event that
		requires the making of any changes in the Registration Statement or the
		prospectus or the filing of any reports under the Exchange Act so that, as of
		such date, the statements therein are not misleading and do not omit to state a
		material fact required to be stated therein or necessary to make the statements
		therein not misleading.
	 

	 
		Each Shareholder agrees that upon receipt of
		any written notice of the Company pursuant to paragraphs (ii) through (v) of
		Section 8(c) hereof, such Shareholder shall discontinue offering such
		Registrable Securities pursuant to the Registration Statement until such
		Shareholder’s receipt of copies of the supplemental or amended prospectus
		contemplated by Section 8(b) hereof, or until advised in writing (the
		“Advice”) by the Company that the use of the applicable
		prospectus may be resumed. If the Company shall give any notice under Section
		8(c)(ii) - (v) during the registration period, such registration period shall
		be extended by the number of days during such period from and including the
		date of the giving of such notice to and including the date when each seller of
		Registrable Securities covered by the Registration Statement shall have
		received (x) the copies of the supplemental or amended prospectus contemplated
		by Section 8(b) (if an amended or supplemental prospectus is required) or (y)
		the Advice (if no amended or supplemental prospectus is required).
	 

	 
		(d) Notification of Stop Orders; Suspensions of
		Qualifications and Exemptions. Upon the
		occurrence of any event contemplated by paragraphs (ii) through (v) of Section
		8(c) hereof during the period for which the Company is required to maintain an
		effective Registration Statement, the Company shall (A) use its commercially
		reasonable efforts to prevent the issuance of a stop order, and in the event of
		such issuance, to obtain the withdrawal of any stop order or order suspending
		the effectiveness of the Registration Statement and (B) prepare a
		post-effective amendment to the Registration Statement or a supplement to the
		related prospectus or file any other required document as soon as possible so
		that, as thereafter delivered to purchasers of the Registrable Securities, the
		prospectus will not include an untrue statement of a material fact or omit to
		state any material fact necessary to make the statements therein, in the light
		of the circumstances under which they were made, not misleading, and will
		comply with the Securities Act and the rules promulgated thereunder.
	 

	 
		(e) Copies of the Registration Statement. The Company will furnish to each Shareholder included
		within the coverage of the Registration Statement, without charge, copies of
		the Registration Statement and any amendment thereto, including financial
		statements and schedules, and, if any Shareholder so requests in writing, all
		exhibits (including those 
	 



	 
		 
	 

	 
		16
	 

	 
		 
	 

	 
 

	 
		incorporated by reference) in such number as
		such Shareholder may reasonably request from time to time.
	 

	 
		(f) Copies of the Prospectus. The Company will deliver to each Shareholder included
		within the coverage of the Registration Statement, without charge, as many
		copies of the prospectus (including each preliminary prospectus) included in
		the Registration Statement and any amendment or supplement thereto as each such
		Shareholder may reasonably request; and the Company consents to the use of the
		prospectus or any amendment or supplement thereto by each Shareholder in
		connection with the offering and sale of the Registrable Securities covered by
		the prospectus or any amendment or supplement thereto.
	 

	 
		(g) Blue Sky. Prior
		to any public offering of Registrable Securities pursuant to a Registration
		Statement, the Company shall use its commercially reasonable efforts to
		register or qualify (or seek an exemption from registration or qualification)
		or cooperate with each Shareholder selling Registrable Securities pursuant to
		such Registration Statement and their respective counsel in connection with the
		registration or qualification of such securities for offer and sale under the
		securities laws of such jurisdictions as such counsel reasonably requests in
		writing on behalf of such Shareholder and do any and all other acts or things
		necessary or advisable to enable the offer and sale in such jurisdictions of
		the Registrable Securities covered by the Registration Statement;
		provided, however, that
		the Company will not be required to qualify to do business in any jurisdiction
		where it is not then so qualified or to take any action which would subject it
		to general service of process or to taxation in any such jurisdiction where it
		is not then so subject.
	 

	 
		(h) Certificates.
		The Company shall cooperate with each Shareholder to facilitate the timely
		preparation and delivery of certificates representing Registrable Securities to
		be sold pursuant to such Registration Statement free of any restrictive legends
		and registered in such names as such Shareholder may request in writing prior
		to sales of Registrable Securities pursuant to the Registration Statement. In
		addition the Company shall, upon request, provide each Shareholder selling
		Registrable Securities pursuant to such Registration Statement with printed
		certificates for its Registrable Securities in a form acceptable to such
		Shareholder.
	 

	 
		(i) SEC
		Compliance; Earnings Statement. The
		Company shall use its commercially reasonable efforts to comply with all
		applicable rules and regulations of the Commission and shall make generally
		available to its Shareholders, as soon as reasonably practicable, but in any
		event not later than eighteen (18) months after the effective date of the
		applicable Registration Statement, an earnings statement covering a period of
		twelve (12) months beginning after the effective date of such Registration
		Statement, in a manner which satisfies the provisions of Section 11(a) of the
		Securities Act and Rule 158 promulgated thereunder.
	 

	 
		(j) Shareholder Information. It shall be a condition precedent to the obligations
		of the Company to take any action pursuant to Sections 5 and 6 herein with
		respect to the Registrable Securities of any Shareholder that such Shareholder
		shall furnish to the Company such information regarding itself, the Registrable
		Securities held by it, and the intended method of disposition of such
		securities as shall be required to effect the registration of such
		Shareholder’s Registrable Securities.
	 



	 
		 
	 

	 
		17
	 

	 
		 
	 

	 
 

	 
		(k) Agreements. The
		Company shall enter into such customary agreements (including, if requested, an
		underwriting agreement in customary form) and take all such other action, if
		any, as Shareholders of a majority of Registrable Securities being sold or the
		managing underwriters (if any) shall reasonably request in order to facilitate
		the disposition of Registrable Securities pursuant to the Registration
		Statement; provided, however, that
		the Company shall have no obligation to pay any discounts or underwriting
		commissions.
	 

	 
		(l) Legal Opinion; Certificates; Cold Comfort
		Letter. The Company, if requested by
		those Shareholders that together hold a majority in interest of the Registrable
		Securities being sold, or the managing underwriters (if any) in connection with
		the Registration Statement, shall cause (i) its counsel to deliver an opinion
		relating to the Registration Statement and the Registrable Securities, in
		customary form (and covering such matters of the type customarily covered by
		legal opinions of such nature) addressed to such Shareholders and the managing
		underwriters, if any, thereof and dated the effective date of such Registration
		Statement; (ii) its officers to execute and deliver all customary documents and
		certificates requested by Shareholders of a majority of the Registrable
		Securities being sold or the managing underwriters (if any); and (iii) its
		independent public accountants to provide a “cold comfort” letter in
		customary form (and covering such matters of the type customarily covered by a
		“cold comfort” letter).
	 

	 
		(m) Listing. The
		Company shall use its commercially reasonable efforts to cause the Registrable
		Securities covered by the Registration Statement to be listed on each
		securities exchange, if any, on which similar securities issued by the Company
		are then listed, or if not so listed, to be listed on the NASD automated
		quotation system, in either case if so requested by Shareholders of a majority
		in interest of Registrable Securities covered by the Registration Statement, or
		by the managing underwriters, if any.
	 

	 
		(n) Due Diligence.
		For a reasonable period prior to the filing of a Registration Statement
		pursuant to this Agreement, the Company shall make available for inspection and
		copying by any Shareholder or underwriter participating in any disposition
		pursuant to such Registration Statement, and any attorney, accountant or other
		agent retained by any such Shareholder or underwriter, all financial and other
		information and books and records, pertinent corporate documents and properties
		of the Company, and cause the Company’s officers, directors, employees and
		independent accountants to supply all information reasonably requested by any
		such Shareholder, underwriter, attorney, accountant or agent in connection with
		such Registration Statement, as will be reasonably necessary in the judgment of
		such attorney(s), to conduct a reasonable investigation within the meaning of
		the Securities Act; provided,
		however, that if requested by the Company, each Shareholder
		will enter into a confidentiality agreement with the Company prior to
		participating in the preparation of the Registration Statement or the
		Company’s release or disclosure of confidential information to such
		Shareholder.
	 

	 
		(o) Participation.
		No Shareholder may participate in any registration hereunder which is
		underwritten unless such Shareholder (i) agrees to sell such Shareholder’s
		Registrable Securities on the basis provided in any underwriting arrangements
		approved by the Shareholder entitled hereunder to approve such arrangements
		(including, without limitation, pursuant to the terms of any over-allotment or
		“green shoe” option requested by the managing underwriter(s);
		provided that no Shareholder will be required to sell more than
		the number of Registrable 
	 



	 
		 
	 

	 
		18
	 

	 
		 
	 

	 
 

	 
		Securities that such Shareholder has
		requested the Company to include in any registration) and (ii) completes and
		executes all questionnaires, powers of attorney, indemnities, underwriting
		agreement and other documents reasonably required under the terms of such
		underwriting arrangements.
	 

	 
		(p) 10b-5 Notification. The Company shall promptly notify in writing the
		selling Shareholder and the managing underwriter of the offering in which
		Registrable Securities are being sold, pursuant to any Registration Statement
		at any time when a prospectus relating thereto is required to be delivered
		under the Securities Act upon discovery that, or upon the happening of an event
		as a result of which, any prospectus included in such Registration Statement
		(or amendment or supplement thereto) contains an untrue statement of a material
		fact or omits to state any material fact required to be stated therein or
		necessary to make the statements therein not misleading in light of the
		circumstances under which they were made, and the Company will promptly prepare
		a supplement or amendment to such prospectus and file it with the Commission
		(in any event no later than ten (10) days following notice of the occurrence of
		such event to each selling Shareholder and the managing underwriter) so that
		after delivery of such prospectus, as so amended or supplemented, to the
		purchasers of such Registrable Securities, such prospectus, as so amended or
		supplemented, will not contain an untrue statement or a material fact or omit
		to state any material fact required to be stated therein or necessary to make
		the statements therein not misleading in light of the circumstances under which
		they were made.
	 

	 
		(q) Other Approvals.
		The Company shall use its commercially reasonable efforts to obtain all other
		approvals, consents, exemptions or authorizations from such governmental
		agencies or authorities as may be necessary to enable the Shareholders and
		underwriters to consummate the disposition of the Registrable
		Securities.
	 

	 
		(r) NASD. The
		Company shall cooperate with each Shareholder and each underwriter
		participating in the disposition of such Registrable Securities and
		underwriters’ counsel in connection with any filings required to be made
		with NASD.
	 

	 
		(s) Road Show. The
		Company shall cause the appropriate officers as are requested by a managing
		underwriter to participate in a “road show” or similar marketing
		effort being conducted by such underwriter with respect to an underwritten
		public offering.
	 

	 
		(t) Transfer
		Agent, Register and CUSIP. The Company
		shall provide a transfer agent and register for all Registrable Securities
		pursuant hereto and a CUSIP number for all such Registrable Securities, in each
		case, no later than the effective date of registration.
	 

	 
		(u) Other Actions.
		The Company shall use its commercially reasonable efforts to take all other
		actions necessary to effect the registration of the Registrable Securities
		contemplated hereby.
	 

	 
		(v) Notice to Discontinue. Each Shareholder whose Registrable Securities are
		covered by a Registration Statement filed pursuant to this Agreement agrees
		that, upon receipt of written notice from the Company of the happening of an
		event of the kind described in Section 8(p), such Shareholder will forthwith
		discontinue the disposition of Registrable Securities until such
		Shareholder’s receipt of the copies of the supplemented or amended
		prospectus 
	 



	 
		 
	 

	 
		19
	 

	 
		 
	 

	 
 

	 
		contemplated by Section 8(p) or until it is
		advised in writing by the Company that the use of the prospectus may be resumed
		and has received copies of any additional or supplemental filings which are
		incorporated by reference into the prospectus, and, if so directed by the
		Company in the case of an event described in Section 8(p), such Shareholder
		will deliver to the Company (at the Company’s expense) all copies, other
		than permanent file copies then in such Shareholder’s possession, of the
		prospectus covering such Registrable Securities which is current at the time of
		receipt of such notice. If the Company will give any such notice, the Company
		will extend the period during which such Registration Statement is to be
		maintained effective by the number of days during the period from and including
		the date of the giving of such notice pursuant to Section 8(p) to and including
		the date when the Shareholder will have received the copies of the supplemented
		or amended prospectus contemplated by, and meeting the requirements of, Section
		8(p).
	 

	 
			
				
				  9.
				

			 	
				
				  Registration
				  Expenses.
				

			 

 

	 
		The Company shall bear all expenses incurred
		in connection with the performance of its obligations under this Agreement
		(except as otherwise provided in the proviso to Section 8(k) hereof) and the
		Company shall reimburse the Shareholders for the fees, disbursements and
		expenses of one counsel (and one local counsel as reasonably required) chosen
		by the holders of a majority of the Registrable Securities included in such
		registration; provided, however, that
		the Company will not be required to pay for any registration expenses of any
		registration proceeding commenced as a result of a Demand Request that is
		subsequently withdrawn or canceled by the Sponsor or, if applicable, the
		Initiating Holders, in which case the Shareholders who elected to participate
		in such registration will bear such registration expenses.
	 

	 
			
				
				  10.
				

			 	
				
				  Indemnification.
				

			 

 

	 
		(a) The Company shall, notwithstanding
		termination of this Agreement, indemnify and hold harmless to the full extent
		permitted by applicable law, each of the Shareholders to be named in any
		Registration Statement filed pursuant to Sections 5 or 6 and the officers,
		directors, members and control shareholders of such Shareholders against any
		losses, claims, damages or liabilities, joint or several, to which such
		Shareholder or such other Person may become subject under the Securities Act,
		the Exchange Act or otherwise, insofar as such losses, claims, damages or
		liabilities (or actions in respect thereof) arise out of or are based upon (i)
		any untrue statement or alleged untrue statement of a material fact contained
		in the Registration Statement under which such Registrable Securities were
		registered under the Securities Act, or any preliminary, final or summary
		prospectus contained therein or furnished by the Company to any such
		Shareholder, or any amendment or supplement thereto, or arise out of or are
		based upon the omission or alleged omission to state therein a material fact
		required to be stated therein or necessary to make the statements therein not
		misleading or (ii) any violation by the Company of the Securities Act, Exchange
		Act or any other law promulgated thereunder or otherwise incident to any
		registration, qualification or compliance and in any such case, the Company
		shall promptly reimburse such Shareholder for any legal or other expenses
		reasonably incurred by them in connection with investigating or defending any
		such action or claim as such expenses are incurred; provided,
		however, that the Company shall not be required to indemnify
		any such person pursuant to this Section 10(a) to the extent that (i) any such
		loss, claim, damage or liability (or actions in respect thereof) arises out of
		or is based upon fraud or dishonesty or an
	 



	 
		 
	 

	 
		20
	 

	 
		 
	 

	 
 

	 
		untrue statement or alleged untrue statement
		or omission or alleged omission made in the Registration Statement, or
		preliminary, final or summary prospectus, or amendment or supplement thereto,
		in reliance upon and in strict conformity with written information furnished to
		the Company by, or on behalf of, such person expressly for use in connection
		therewith or (ii) the Company subsequently corrects the untrue statement or
		alleged untrue statement or omission or alleged omission made in the
		preliminary, final or summary prospectus, or amendment or supplement thereto by
		delivering to such Shareholder an amended prospectus or prospectus supplement
		that makes such correction and the Shareholder fails timely to deliver such
		amended prospectus or prospectus supplement to the party or parties making the
		claim.
	 

	 
		(b) The Company shall require, as a
		condition to including any Registrable Securities in any Registration Statement
		filed pursuant to this Agreement and to entering into any underwriting
		agreement with respect thereto, that the Company shall have received an
		undertaking reasonably satisfactory to it from each Shareholder of Registrable
		Securities included in any Registration Statement filed pursuant to this
		Agreement and from each underwriter named in any such underwriting agreement,
		severally and not jointly, to (i) indemnify and hold harmless the Company and
		all other Shareholders against any losses, claims, damages or liabilities to
		which the Company or such other Shareholders may become subject under the
		Securities Act, the Exchange Act, or otherwise, insofar as such losses, claims,
		damages or liabilities (or actions in respect thereof) arise out of or are
		based upon an untrue statement or alleged untrue statement of a material fact
		contained in the Registration Statement, or any preliminary, final or summary
		prospectus contained therein or furnished by the Company to any such
		Shareholder, or any amendment or supplement thereto, or arise out of or are
		based upon the omission or alleged omission to state therein a material fact
		required to be stated therein or necessary to make the statements therein not
		misleading, in each case to the extent, but only to the extent, that such
		untrue statement or alleged untrue statement or omission or alleged omission
		was made in reliance upon and in strict conformity with written information
		furnished to the Company by such Shareholder or underwriter expressly for use
		in connection therewith and (ii) reimburse the Company for any legal or other
		expenses reasonably incurred by the Company in connection with investigating or
		defending any such action or claim as such expenses are incurred;
		provided, however, that no
		such Shareholder shall be required to undertake liability to any Person under
		this Section 10(b) for any amounts in excess of the dollar amount of the net
		proceeds to be received by such Shareholder from the sale of such
		Shareholder’s Registrable Securities pursuant to such registration and
		such undertaking shall be several, not joint and several, among such
		Shareholders; provided, further, that no
		such Shareholder shall be liable in any such case to the extent that prior to
		the filing of any such Registration Statement or prospectus or amendment
		thereof or supplement thereto, such Shareholder furnished in writing to the
		Company information expressly for use in such Registration Statement or
		prospectus or any amendment thereof or supplement thereto which corrected or
		made not misleading information previously furnished to the Company.
	 

	 
		(c) Promptly after receipt by an indemnified
		party under Section 10(a) or 10(b) hereof of written notice of the commencement
		of any action or threat thereof, such indemnified party shall, if a claim in
		respect thereof is to be made against an indemnifying party pursuant to the
		indemnification provisions of or contemplated by this Section 10, notify such
		indemnifying party in writing of the commencement of such action or threat; but
		the omission so to notify the indemnifying party shall not relieve it from any
		liability which it may have to any indemnified 
	 



	 
		 
	 

	 
		21
	 

	 
		 
	 

	 
 

	 
		party other than under the indemnification
		provisions of or contemplated by Section 10(a) or 10(b) hereof and unless and
		to the extent such indemnifying party is materially prejudiced by such failure.
		In case any such action shall be brought against any indemnified party and it
		shall notify an indemnifying party of the commencement thereof, such
		indemnifying party shall be entitled to participate therein and, to the extent
		that it shall wish, jointly with any other indemnifying party similarly
		notified, to assume the defense thereof; with counsel reasonably satisfactory
		to such indemnified party, and, after notice from the indemnifying party to
		such indemnified party of its election so to assume the defense thereof, such
		indemnifying party shall not be liable to such indemnified party for any legal
		expenses of other counsel or any other expenses, in each case subsequently
		incurred by such indemnified party, in connection with the defense thereof
		other than reasonable costs of investigation. Such indemnifying party shall not
		enter into any settlement with a party without obtaining an unconditional
		release of each indemnified party with respect to any and all claims against
		each indemnified party. An indemnified party shall not enter into any
		settlement without the consent of the indemnifying party, which consent shall
		not be unreasonably withheld.
	 

	 
		(d) Each party hereto agrees that, if for
		any reason the indemnification provisions contemplated by Section 10(a) or
		10(b) hereof are unavailable to or insufficient to hold harmless an indemnified
		party in respect of any losses, claims, damages or liabilities (or actions in
		respect thereof) referred to therein, then each indemnifying party shall
		contribute to the amount paid or payable by such indemnified party as a result
		of such losses, claims, damages or liabilities (or actions in respect thereof)
		in such proportion as is appropriate to reflect the relative fault of the
		indemnifying party and the indemnified party in connection with the statements
		or omissions which resulted in such losses, claims, damages or liabilities (or
		actions in respect thereof), as well as any other relevant equitable
		considerations. The relative fault of such indemnifying party and indemnified
		party shall be determined by reference to, among other things, whether the
		untrue or alleged untrue statement of a material fact or omission or alleged
		omission to state a material fact relates to information supplied by such
		indemnifying party or by such indemnified party, and the parties’ relative
		intent, knowledge, access to information and opportunity to correct or prevent
		such statement or omission. The parties hereto agree that it would not be just
		and equitable if contributions pursuant to this Section 10(d) were determined
		by pro rata allocation (even if the Shareholders or any agents or underwriters
		or all of them were treated as one entity for such purpose) or by any other
		method of allocation which does not take account of the equitable
		considerations referred to in this Section 10(d). The amount paid or payable by
		an indemnified party as a result of the losses, claims, damages, or liabilities
		(or actions in respect thereof) referred to above shall be deemed to include
		any legal or other fees or expenses reasonably incurred by such indemnified
		party in connection with investigating or defending any such action or claim.
		Notwithstanding the foregoing, the liability of any Shareholder hereunder this
		Section 10(d) shall be limited to the amount of net proceeds received by such
		Shareholder in the offering giving rise to such liability, less any amounts
		paid pursuant to Section 10(b). No person guilty of fraudulent
		misrepresentation (within the meaning of Section 11(f) of the Securities Act)
		shall be entitled to contribution from any person who was not guilty of such
		fraudulent misrepresentation. The Shareholders’ and any underwriters’
		obligations in this Section 10(d) to contribute shall be several in proportion
		to the principal amount of Registrable Securities registered or underwritten,
		as the case may be, by them severally and not jointly.
	 



	 
		 
	 

	 
		22
	 

	 
		 
	 

	 
 

	 
		(e) The obligations of the Company under
		this Section 10 shall be in addition to any liability which the Company may
		otherwise have and shall extend, upon the same terms and conditions, to each
		officer, director and partner of each Shareholder, agent and underwriter and
		each person, if any, who controls any Shareholder, agent or underwriter within
		the meaning of the Securities Act; and the obligations of the Shareholders and
		any underwriters contemplated by this Section 10 shall be in addition to any
		liability which the respective Shareholder or underwriter may otherwise have
		and shall extend, upon the same terms and conditions, to each officer and
		director of the Company and to each person, if any, who controls the Company
		within the meaning of the Securities Act.
	 

	 
			
				
				  11.
				

			 	
				
				  Periodic Information Reporting
				  Requirements.
				

			 

 

	 
		(a) Quarterly Financial Statements. The Company shall prepare condensed, consolidated
		financial statements for each of the first three fiscal quarters of each fiscal
		year in accordance with U.S. GAAP consistently applied. The Company shall
		provide such quarterly financial statements to each Shareholder not later than
		45 days after the end of each fiscal quarter.
	 

	 
		(b) Annual Financial Statements. The Company shall prepare consolidated financial
		statements for each fiscal year in accordance with U.S. GAAP consistently
		applied and shall cause such financial statements to be audited. The Company
		shall provide such audited financial statements and the auditor’s report
		thereon to the Shareholders not later than 90 days after the end of each fiscal
		year.
	 

	 
		(c) Additional Information. If a Shareholder requests in writing information about
		the Company or its subsidiaries in addition to the financial statements made
		available pursuant to Section 11(a) and 11(b) in order to, among other things,
		comply with disclosure requirements under laws and regulations applicable to
		such Shareholder or to meet the tax reporting requirements of such Shareholder,
		the Company shall use its commercially reasonable efforts to provide such
		additional information to such Shareholder as soon as practicable after such
		written request has been received; 
		provided, however, that
		the Company shall not be required to provide any such additional information if
		the Company reasonably believes that the disclosure of such information could
		have a materially adverse impact on the financial condition, business or
		prospects of the Company on a consolidated basis or is of a confidential
		nature.
	 

	 
		(d) Confidentiality.
	 

	 
		Except as authorized in writing by the
		Company, each of the Shareholders shall not disclose any of the information
		provided to such Shareholder pursuant to this Section 11 to any Person that is
		not a director, officer, partner, employee, representative (including any
		accountant, attorney or other professional) or Affiliate of such Shareholder or
		a party to this Agreement, and each Shareholder shall use its commercially
		reasonable efforts to cause its directors, officers, partners, employees,
		representatives and Affiliates not to disclose such information to any Person
		that is not a party to this Agreement; provided,
		however, that such Shareholder shall not be prohibited from
		disclosing any such information if such information becomes publicly available
		through no fault of the Shareholder or its directors, officers, partners,
		employees, representatives or Affiliates or the information is required to be
		furnished to a governmental agency in 
	 



	 
		 
	 

	 
		23
	 

	 
		 
	 

	 
 

	 
		connection with any legal or administrative
		proceeding or the information is requested by a prospective transferee or
		purchaser of Ordinary Shares so long as such third party enters into a
		confidentiality agreement with the Company reasonably satisfactory to the
		Company. Notwithstanding the foregoing, prospective investors (and their
		agents) are authorized, without restriction of any kind, to disclose the tax
		treatment and tax structure of the transactions set forth or contemplated
		herein.
	 

	 
			
				
				  12.
				

			 	
				
				  Rules 144 and 145: Other
				  Exemptions.
				

			 

 

	 
		With a view to making available to the
		Shareholders the benefits of Rule 144 and/or Rule 145 promulgated under the
		Securities Act and other rules and regulations of the Commission that may at
		any time permit a Shareholder to sell securities of the Company to the public
		without registration, the Company covenants that, at any time which is ninety
		(90) days following an IPO, it will (i) file in a timely manner all reports and
		other documents required to be filed by it under the Securities Act and the
		Exchange Act and the rules and regulations adopted by the Commission thereunder
		and (ii) take such further action as each Shareholder may reasonably request
		(including, but not limited to, providing any information necessary to comply
		with Rule 144 and Rule 145, if available with respect to resales of the
		Registrable Securities under the Securities Act), to the extent required from
		time to time to enable such Shareholder to sell Registrable Securities without
		registration under the Securities Act within the limitation of the exemptions
		provided by (y) Rule 144 or Rule 145 (if available with respect to resales of
		the Registrable Securities) under the Securities Act, as such rules may be
		amended from time to time or (z) any other rules or regulations now existing or
		hereafter adopted by the Commission. Upon the written request of any
		Shareholder, the Company will deliver to such Shareholder a written statement
		as to whether it has complied with such requirements.
	 

	 
			
				
				  13.
				

			 	
				
				  Certain Limitations on
				  Registration Rights.
				

			 

 

	 
		No Shareholder may participate in any
		Registration Statement hereunder unless such Shareholder completes and executes
		all questionnaires, powers of attorney, indemnities, underwriting agreements,
		and other documents reasonably required under the terms of underwriting
		arrangements which are entered into in connection with such Registration
		Statement and agrees to sell such Shareholder’s Registrable Securities on
		the basis provided in any underwriting agreement approved by the Shareholder or
		Shareholders entitled hereunder to approve such arrangements; provided,
		however, that no such Shareholder will be required to make any
		representations or warranties to the Company or the underwriters in connection
		with any such registration other than representations and warranties as to (i)
		such Shareholder’s ownership of its Registrable Securities to be sold or
		transferred, (ii) such Shareholder’s power and authority to effect such
		transfer and (iii) such matters pertaining to compliance with securities laws
		as may be reasonably requested. Such Shareholders of Registrable Securities to
		be sold by such underwriters may, at their option, require that any or all of
		the representations and warranties by, and the other agreements on the part of
		the Company to and for the benefit of such underwriters, will also be made to
		and for the benefit of such Shareholders and that any or all of the conditions
		precedent to the obligations of the underwriters under the underwriting
		agreement be conditions precedent to the obligations of the
		Shareholders.
	 





	 
		 
	 

	 
		24
	 

	 
		 
	 

	 
 

	 
			
				
				  14.
				

			 	
				
				  Vote on Voluntary
				  Dissolution.
				

			 

 

	 
		(a) In the event that the Company does not,
		by the fourth (4th) anniversary of the date hereof, consummate (i) a
		private offering of its Ordinary Shares or preferred shares which results in
		the Company receiving proceeds of at least $50 million at a 15% premium to book
		value, measured as of the date of the closing of such transaction or (ii) an
		IPO, the Company shall, at the next regularly scheduled annual
		shareholders’ meeting following such anniversary date, place on the agenda
		of such meeting, for vote by the Company’s shareholders, a proposal that
		the Company voluntarily dissolve.
	 

	 
		(b) In the event that the Company does not
		consummate an IPO by the fifth (5th) anniversary of the date hereof,
		the Company shall place on the agenda of each annual meeting of the
		shareholders following such date a proposal, for vote by the Company’s
		shareholders, that the Company voluntarily dissolve.
	 

	 
			
				
				  15.
				

			 	
				
				  Miscellaneous.
				

			 

 

	 
		(a) Amendments and Waivers.
	 

	 
		The provisions of this Agreement may not be
		amended, modified or supplemented, and waivers or consents to departure from
		the provisions hereof may not be given, unless the Company has obtained the
		written consent of the Shareholders representing a majority of the Registrable
		Securities. Notwithstanding the foregoing, a waiver or consent to depart from
		the provisions hereof with respect to a matter that relates exclusively to the
		rights of the Shareholders whose Registrable Securities are being sold pursuant
		to the Registration Statement and that does not directly or indirectly affect
		the rights of other Shareholders may be given by the holders of a majority of
		the Registrable Securities being sold by such Shareholders pursuant to the
		Registration Statement.
	 

	 
		(b) Entire Agreement.
	 

	 
		This Agreement constitutes the entire
		agreement and understanding of the parties in respect of its subject matters
		and supersedes all prior understandings, agreements, or representations by or
		among the parties, written or oral, to the extent they relate in any way to the
		subject matter hereof. Except as expressly contemplated hereby, there are no
		third party beneficiaries having rights under or with respect to this
		Agreement.
	 

	 
		(c) Term and Termination.
	 

	 
		This Agreement may be terminated at any time
		by an instrument in writing signed by all of the parties hereto. This Agreement
		shall terminate automatically as to any Shareholder that Transfers all of its
		equity securities of the Company. The provisions of Sections 2, 3 and 14 of
		this Agreement, other than Section 2(d) of this Agreement shall terminate
		automatically as to all parties hereto upon the consummation of an IPO. Unless
		sooner terminated, this Agreement shall terminate ten (10) years after the
		closing of an IPO, unless, at any time within one (1) year prior to such date,
		all of the parties extend its duration for as many additional periods, each not
		to exceed ten (10) years, as they may desire.
	 


	 
		 
	 

	 
		25
	 

	 
		 
	 

	 
 

	 
		(d) Notices.
	 

	 
		All notices and other communications
		provided for or permitted hereunder shall be made in writing by hand-delivery,
		first-class mail, telecopier, or air courier guaranteeing overnight delivery:
		(i) if to a Shareholder then to the address set forth on the signature page or
		to such address that such Shareholder may subsequently notify the Company in
		writing or (ii) if to the Company as set forth below:
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  c/o HSBC

				  Strathvale House

				  90 North Church Street

				  P.O. Box 1109GT, George Town

				  Grand Cayman, Cayman Islands
				

			 
	
				
				  with a copy to:
				

			 	
				
				   
				

			 	
				
				  Akin Gump Strauss Hauer & Feld
				  LLP
 590 Madison Avenue

				  New York, New York 10022

				  Attention: Kerry Berchem, Esq.

				  Facsimile Number: (212) 872-1002
				

			 

 

	 
		All such notices and communications shall be
		deemed to have been duly given when delivered by hand, if personally delivered;
		five (5) Business Days after being deposited in the United States mails, if
		being mailed by first class mail; two (2) Business Days after being delivered
		via a next-day air courier; and when receipt is acknowledged by the
		recipient’s telecopier machine, if telecopied.
	 

	 
		 (e) Successors
		and Assigns: Assignment.
	 

	 
		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. No Shareholder may assign either this
		Agreement or any of its rights, interests, or obligations hereunder without the
		prior written consent of the Company. The Company may (a) assign any or all of
		its rights and interests hereunder to one or more of its Affiliates and (b)
		designate one or more of its Affiliates to perform its obligations hereunder
		(in any or all of which cases the Company nonetheless will remain responsible
		for the performance of all of its obligations hereunder).
	 

	 
		(f) Specific Performance.
	 

	 
		Each party acknowledges and agrees that the
		other parties would be damaged irreparably if any provision of this Agreement
		is not performed in accordance with its specific terms or is otherwise
		breached. Accordingly, each party agrees that the other parties will be
		entitled to an injunction or injunctions to prevent breaches of the provisions
		of this Agreement and to enforce specifically this Agreement and its terms and
		provisions in any action instituted in any court of the United States or any
		state thereof having jurisdiction over the parties and the matter, in addition
		to any other remedy to which they may be entitled, at law or in equity.
	 

	 
		(g) Submission to Jurisdiction; No Jury
		Trial.
	 

	 
		(i) Each party submits to the jurisdiction
		of any state or federal court sitting in New York, New York in any action
		arising out of or relating to this Agreement and agrees that 
	 



	 
		 
	 

	 
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		all claims in respect of the action may be
		heard and determined in any such court. Each party agrees that a final judgment
		in any action so brought will be conclusive and may be enforced by action on
		the judgment or in any other manner provided at law or in equity. Each party
		waives any defense of inconvenient forum to the maintenance of any action so
		brought and waives any bond, surety, or other security that might be required
		of any other party with respect thereto.
	 

	 
		(ii) THE PARTIES EACH HEREBY AGREE TO WAIVE
		THEIR RESPECTIVE RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT
		OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG
		THEM RELATING TO THE TRANSACTIONS. The scope of this waiver is intended to be
		all encompassing of any and all action that may be filed in any court and that
		relate to the subject matter of the transactions contemplated hereby,
		including, contract claims, tort claims, breach of duty claims and all other
		common law and statutory claims. The parties each acknowledge that this waiver
		is a material inducement to enter into a business relationship and that they
		will continue to rely on the waiver in their related future dealings. Each
		party further represents and warrants that it has reviewed this waiver with its
		legal counsel, and that each knowingly and voluntarily waives its jury trial
		rights following consultation with legal counsel. NOTWITHSTANDING ANYTHING TO
		THE CONTRARY CONTAINED HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
		NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY
		AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY
		OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. In the event of an action, this
		Agreement may be filed as a written consent to trial by a court.
	 

	 
		 (h) Counterparts.
	 

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

	 
		(i) Governing Law.
	 

	 
		This Agreement shall be governed by the laws
		of the State of New York, without giving effect to any choice of law or
		conflict of law provision or rule that would cause the application of the law
		of any jurisdiction other than the State of New York.
	 

	 
		(j) Headings.

	 

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

	 
		(k) Construction.
	 

	 
		The parties have participated jointly in the
		negotiation and drafting of this Agreement. If an ambiguity or question of
		intent or interpretation arises, this Agreement will be construed as if drafted
		jointly by the parties and no presumption or burden of proof will arise
		favoring or disfavoring any party because of the authorship of any provision of
		this Agreement. Any reference to any federal, state, local, or foreign law will
		be deemed also to refer to law as 
	 



	 
		 
	 

	 
		27
	 

	 
		 
	 

	 
 

	 
		amended and all rules and regulations
		promulgated thereunder, unless the context requires otherwise. The word
		“including” means “including without limitation.” Pronouns
		in masculine, feminine, and neuter genders will be construed to include any
		other gender, and words in the singular form will be construed to include the
		plural and vice versa, unless the context otherwise requires. The words
		“this Agreement,” “herein,” “hereof,”
		“hereby,” “hereunder,” and words of similar import refer to
		this Agreement as a whole and not to any particular subdivision unless
		expressly so limited. The parties intend that each representation, warranty,
		and covenant contained herein will have independent significance. If any party
		has breached any representation, warranty, or covenant contained herein in any
		respect, the fact that there exists another representation, warranty or
		covenant relating to the same subject matter (regardless of the relative levels
		of specificity) which the party has not breached will not detract from or
		mitigate the fact that the party is in breach of the first representation,
		warranty, or covenant.
	 

	 
		(l) Severability.
	 

	 
		The remedies provided herein are cumulative
		and not exclusive of any remedies provided by law. 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.
	 

	 
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		IN WITNESS WHEREOF, the parties have
		executed this Shareholders’ Agreement as of the date first written
		above.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  GREENLIGHT CAPITAL RE, LTD.
				

			 
	 	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 

 

	 
		Signature Page
	 


	 
		 
	 

	 
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				Shareholder Signature Page:
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	 	 	 
	
			 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				[Print Name of Purchaser]
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				
 By: 
			 

		  	
			 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				
 Name: 
			 

		  	
			 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				
 Title: 
			 

		  	
			 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				
 Date: 
			 

		  	
			 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				
 Address:
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				E-mail Address:
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	 	 	 	 
	
			 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  


	 
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