Exhibit 10.15
	 

	 
		 
	 

	 
			
				
				  FORM RL8
				

			 	
				
				  INSTRUMENT NO.
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		CAYMAN ISLANDS
	 

	 
		The Registered Land Law (1995 Revision)
		
	 

	 
		The Registered Land Rules (2001
		Revision)
	 

	 
		THIRD SCHEDULE
	 

	 
		LEASE/SUB-LEASE
	 

	 
		 
	 

	 
			
				
				  REGISTRATION SECTION
				

			 	
				
				   
				

			 	
				
				  BLOCK
				

			 	
				
				   
				

			 	
				
				  PARCEL
				

			 
	
				
				  WBBS
				

			 	
				
				   
				

			 	
				
				  12C
				

			 	
				
				   
				

			 	
				
				  190/62
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  I/WE
				

			 	
				
				  GRAND PAVILION LTD
 P.O. BOX
				  32336 SMB
 GRAND CAYMAN
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 	 	 
	
				
				  HEREBY LEASE/SUB-LEASE to
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 	 	 
	
				
				  of
				

			 	
				
				  GREENLIGHT REINSURANCE, LTD
 P.O.
				  BOX 1109 GT
 GRAND CAYMAN
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		the land comprised in the above-mentioned
		title (or) that portion of land comprised in the above-mentioned title which is
		shown on the registry map as parcel number 190
	 

	 
		or on the filed plan as number
		______________ for the term of 5 years
	 

	 
		from the 1st day of September at
		the rent of US $88,740.00 1st year
	 

	 
		payable Monthly, subject to sections 52 to
		53 of the above law,
	 

	 
		unless hereby negatived, modified or added
		to. (Here set forth any variation, or make reference to an attached
		document).
	 

	 
		*The Lessees declare that they hold the
		lease as proprietors in common in the following undivided shares:-
	 

	 
		(or as Joint Proprietors)
	 

	 
		 
	 

	 
			
				
				  Dated this 25th
				

			 	
				
				  day of August
				

			 	
				
				                2005

				

			 
	
				
				  Signed by the Lessor
				

			 	
				
				    /s/
				

			 
	
				
				  in the presence of:-
				

			 	
				
				    /s/
				

			 
	
				
				  Signed by the Lessee
				

			 	
				
				    /s/
				

			 
	
				
				  to the presence of:-
				

			 	
				
				    /s/
				

			 
	
				
				  *Delete if not applicable
				

			 	
				
				   
				

			 
	
				
				   
				

			 

 

	 
		FOR OFFICIAL USE ONLY
	 

	 
		I, the Registrar of Lands in the Cayman
		Islands hereby certify that this document was received by me for registration
		on the 2 day of Dec 2005, and that stamp duty assessed/adjudicated by
		me/Treasury at C.I.$ 3,958.00 and Land Registry fees at C.I.$ 50.00
		relating thereto have been paid.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  REGISTERED this 4 day of Jan,
				  2006
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  /s/
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  REGISTRAR OF LANDS 

				  CAYMAN ISLANDS
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 


	 
 

	 
		THIS LEASE is made the 25th
		day of August, 2005
	 

	 
		 
	 

	 
			
				
				  BETWEEN:
				

			 	
				
				   
				

			 	
				
				  GRAND PAVILION
				  LTD., of P.O. Box 32336 SMB, Grand
				  Cayman, Cayman Islands, (hereinafter called “the Landlord” which
				  expression shall where the context so admits include the persons for the time
				  being entitled to the reversion immediately expectant on the term hereby
				  created) of the one part
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  AND:
				

			 	
				
				   
				

			 	
				
				  GREENLIGHT REINSURANCE,
				  LTD., of P.O. Box 1109 GT, Grand
				  Cayman, Cayman Islands (hereinafter called “the Tenant” which
				  expression shall where the context so admits include the successors in title
				  and assigns of the Tenants) of the other part
				

			 

 

	 
		WITNESSES as follows:
	 

	 
			
				
				  A.
				

			 	
				
				  In consideration of the rent and
				  Tenant’s covenants hereinafter reserved and contained the Landlord
				  HEREBY LEASES to the Tenant ALL THOSE
				  premises described in Schedule 1 hereto (hereinafter called “the Demised
				  Premises”) and which form part of the building known as Grand Pavilion
				  Commercial Centre, West Bay Road, Grand Cayman, Cayman Islands (hereinafter
				  called “the Building”) TOGETHER WITH AND SUBJECT TO (but to the exclusion of all other liberties,
				  easements, rights and advantages) the particular rights and matters also
				  contained in Schedule 1 hereto TO
				  HOLD the same unto the Tenant from the
				  1st day of September, 2005 (“the commencement date”) until the 31st
				  day of August, 2010 paying therefore from the commencement date the annual rent
				  according to the attached Schedule 2 by equal and monthly installments without
				  deduction during the said term and payable starting on the commencement date
				  and thereafter on the first day of each calendar month in each year and pro
				  rated where relevant for any part of such month failing within the term of this
				  Lease according to the attached Schedule 2.
				

			 

 

	 
			
				
				  B.
				

			 	
				
				  The Tenant HEREBY COVENANTS
				  with the Landlord as follows:
				

			 

 

	 
			
				
				  1.
				

			 	
				
				  To pay the said rent on the days and
				  in the manner aforesaid and to pay to the Landlord a sum equal to a fair
				  proportion as hereinafter defined of the amount of the aggregate annual sum
				  payable (if any) to the Cayman Islands Government or m any other authority
				  whether local, governmental and/or otherwise in respect of the Building for
				  site value tax or for any other rates, taxes, assessments or outgoings
				  whatsoever now or hereinafter imposed or charged such additional payment to be
				  made on the date for payment of rent next after receipt by the Landlord of a
				  demand therefore and for the purpose of this sub-clause the amount of such fair
				  proportion which the area of the Demised Premises as set forth in Schedule
				  hereto (“the floor area”) bears to the total net usable area of the
				  Building which on the date of the consummation of this lease is 77,000 square
				  feet (“the total area”) PROVIDED THAT should different areas
				  of the Building suffer land tax at different rates then the said proportion
				  shall be adjusted rateably to reflect such difference.
				

			 

 

	 
			
				
				  2.
				

			 	
				
				  To pay
				

			 

 

	 
			
				
				   
				

			 	
				
				  1)
				

			 	
				
				  All Telephone charges directly to
				  the telephone company in respect of the demised premises.
				

			 

 

	 
			
				
				   
				

			 	
				
				  2)
				

			 	
				
				  All sewage charges in respect of the
				  demised premises apportioned on a square footage basis with the occupiers of
				  the remaining parts of the building not leased to the Tenant under this Lease
				  in accordance with the formula and classification applied by the Water
				  Authority in respect of the building from time to time.
				

			 

 

	 
			
				
				   
				

			 	
				
				  3)
				

			 	
				
				  In the case of electricity such
				  charge if not separately metered for the Demised Premises to be such proportion
				  of the total electricity costs with respect to the Building (including without
				  
				

			 

 

	 
		 
	 

	 
		 
	 


	 
 

	 
		limitation those in respect of air
		conditioning) as equals the proportion which the floor area of the Demised
		Premises bears to the total floor area of the Building (77,000 square feet)
		PROVIDED THAT the minimum payable by the Tenant for electricity in any month
		shall be a sum equal to the total number of square feet of the demised premises
		(being 2958 sq. ft.) multiplied by CI$6.00 per annum (ie US$ 1803.65 per month)
		and PROVIDED FURTHER if the Tenant shall install any machinery or equipment
		such as computers or business machines or special equipment the Landlord shall
		be entitled to meter the electricity consumed thereby and the Tenant shall pay
		the additional cost of electricity so consumed and the cost of installation of
		any separate meter and wiring necessary in connection therewith.
	 

	 
			
				
				   
				

			 	
				
				  4)
				

			 	
				
				  In the case of water, such charge if
				  not separately metered for the Demised Premises to be such proportion of the
				  total water costs with respect to the Building (including without limitation
				  those in respect of air conditioning) as equals the proportion which the floor
				  area of the Demised Premises bears to the total floor area of the Building
				  (77,000 square feet).
				

			 

 

	 
			
				
				   
				

			 	
				
				  5)
				

			 	
				
				  In the case of Maintenance Fees,
				  such charge to be such proportion of the total Maintenance costs with respect
				  to the Building (including without limitation those in respect of air
				  conditioning) as equals the proportion which the floor area of the Demised
				  Premises bears to the total floor area of the Building (77,000 square feet)
				  PROVIDED THAT the minimum payable by the Tenant for Maintenance Fees in any
				  month shall be a sum equal to the total number of square feet of the demised
				  premises (being 2958 sq. ft.) multiplied by CI$7.00 per annum and insurance
				  adjustment of CI$2.90 per annum totalling CI$9.90 per annum (i.e. US$ 2976.03
				  per month). For the purpose of this paragraph maintenance fees shall exclude
				  remuneration of any kind payable to the beneficial owners of the Landlord.
				  Maintenance fees will include but are not limited to insurance, landscaping,
				  painting, cleaning and salaries and wages required to maintain and operate the
				  property and the general maintenance of the building and its equipment. Major
				  repairs to the building or equipment costing over CI$2000 per event are
				  excluded from Maintenance costs. In the event that Maintenance Fees exceeds
				  CI$9.90 per square foot per annum the Landlord shall provide accounts therefor;
				  audited by a recognised accounting firm, for the inspection of the Tenant. In
				  the event of a dispute in respect to the validity of these fees, both parties
				  agree to abide by the decision of the auditor in respect to the validity of
				  such amounts.
				

			 

 

	 
			
				
				  3.
				

			 	
				
				  To keep the interior of the Demised
				  Premises and the appurtenances thereof including floors, wails, ceilings, the
				  inside of doors, entrances into corridors, the glass windows (excluding the
				  outside) and all the fixtures and fittings and painting, papering and
				  decoration in the Demised Premises well and sufficiently cleaned (in the case
				  of windows at regular intervals) and in good and substantial repair and
				  condition (including where relevant replacement, repainting, repapering and
				  redecoration thereof but only in manner approved in advance by the Landlord),
				  fair wear and tear excepted and to permit the Landlord and the Landlord’s
				  agents or contractors on its behalf to clean, paint or treat as the case may be
				  the outside of all doors entering into corridors from the Demised Premises and
				  the outside of all window frames and glass in the Demised Premises in such
				  colour and in such manner and at such times as the Landlord may desire or
				  direct with the right to enter the Demised Premises as may be necessary for
				  such purposes.
				

			 

 

	 
			
				
				  4.
				

			 	
				
				  Not, to alter, injure, cut or maim
				  any of the floors, walls, partitions, ceilings, windows, doors, cables, wire,
				  channels, pipes, ducts, appurtenances, fixtures or fittings including air
				  conditioning and other equipment in, of or to the Demised Premises and not to
				  make any alterations or additions to the interior or interior appearance of the
				  Demised Premises without the consent in writing of the Landlord such consent
				  not to be unreasonably withheld and not to permit any of the foregoing to be
				  done.
				

			 

 

	 
			
				
				  5.
				

			 	
				
				  To permit any agent or employee of
				  the Landlord to enter the Demised Premises in the ordinary course of his duty
				  during normal business hours and to permit the Landlord and the Landlord’s
				  agents, surveyors and workmen to enter with all necessary appliances upon the
				  Demised Premises at any reasonable time during normal business hours having
				  given prior notice of such intention and in the case of fire or any other
				  emergency without notice and/or for the purpose of examining 
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		2
	 

	 
		 
	 


	 
 

	 
		the condition thereof or of doing such works
		and things as may be required for any repairs, alterations, additions,
		maintenance, cleaning, installations, improvements or renewals of or to the
		Demised Premises or any part of the Building or apparatus or equipment therein
		and also for the purpose of viewing the state and condition of the Demised
		Premises and before the expiration of one calendar month’s notice given in
		writing by the Landlord or its agents to execute any repairs lawfully required
		to be done by the Tenant and in accordance with such notice and if the Tenant
		shall within such time fail to execute such work the Landlord may thereupon
		cause such work to be done and recover the cost thereof from the Tenant but
		without prejudice to the Landlord’s right of re-entry hereinafter
		mentioned PROVIDED THAT notwithstanding anything to the contrary
		contained in this Lease the Landlord or any of its agents, servants, workmen or
		contractors shall not be permitted at any time to enter into any cage or other
		part of the Demised Premises where money, securities or valuables of whatever
		nature are kept for any purpose unless accompanied by a properly authorised
		representative of the Tenant who shall provide such representative promptly on
		request.
	 

	 
			
				
				  6.
				

			 	
				
				  To use the Demised Premises only as
				  offices for the purpose of a profession or business.
				

			 

 

	 
			
				
				  7.
				

			 	
				
				  Not knowingly to do or permit or
				  sutler to be done upon or within the Demised Premises anything which shall
				  constitute or may be or become a nuisance or annoyance to or in any way
				  interfere with the quiet and peaceful user of the other parts of the Building
				  or any adjoining or neighbouring premises.
				

			 

 

	 
			
				
				  8.
				

			 	
				
				  Not to use or permit the Demised
				  Premises to be used for residential purposes or for overnight
				  accommodation.
				

			 

 

	 
			
				
				  9.
				

			 	
				
				  Not to obstruct, litter, deface, or
				  damage in any manner the driveways, fire escapes, entrances, stairways,
				  corridors, passages and other common areas or facilities of the
				  Building.
				

			 

 

	 
			
				
				  10.
				

			 	
				
				  Not to do or suffer to be done
				  knowingly anything whereby the policy or policies of insurance on the Demised
				  Premises or on the Building against fire or any other risk may become void or
				  voidable or whereby the premium thereon may be increased and to repay to the
				  Landlord all sums paid by the Landlord by way of increased premiums and all
				  expenses incurred by the Landlord in or about any renewal of such policy or
				  policies and any other expenses or charges incurred by the Landlord or rendered
				  necessary by reason of a breach or non-observance of the provisions of this
				  sub-clause.
				

			 

 

	 
			
				
				  11.
				

			 	
				
				  Not to permit any open or internal
				  combustion fire to be burned or cooking to be done (excluding the heating of
				  water for beverages) within the Demised Premises without the prior consent in
				  writing of the Landlord.
				

			 

 

	 
			
				
				  12.
				

			 	
				
				  Not without the prior consent of the
				  Landlord to bring or allow to be brought on to the Demised Premises or any part
				  of the Building any machines or machinery save typewriters and such office and
				  computer equipment as is requisite for the Tenant’s office and to observe
				  such regulations as the Landlord shall specify regarding load factors and
				  stresses within the Building.
				

			 

 

	 
			
				
				  13.
				

			 	
				
				  Not to paint and affix or exhibit
				  any name or writing or any sign, placard or advertisement in the vestibules,
				  entrances, stairways, corridors or passages of or upon or outside any wall,
				  door, entrance, window, roof or exterior wall of the Building without the
				  consent in writing of the Landlord such consent not to be unreasonably refused
				  or delayed PROVIDED however that all signs of any type whatsoever shall in each
				  case conform with that permitted of other tenants and as shall from time to
				  time be reasonably approved by the Landlord.
				

			 

 

	 
			
				
				  14.
				

			 	
				
				  Not to charge, encumber, assign,
				  sublet or part with possession of the Demised Premises or any part thereof
				  without the previous consent in writing of the Landlord which shall not be
				  unreasonably withheld or delayed in the case of the proposed assignments or
				  subleases of the 
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		3
	 

	 
		 
	 


	 
 

	 
		whole of the Demised Premises where the
		assignee or sublessee (as the case may be) is a responsible, financially sound
		and reputable person and within one month after any permitted assignment or
		underletting or mortgage, charge, transfer, disposition or devolution of the
		Demised Premises (or any part thereof) to give notice thereof in duplicate to
		the Landlord’s attorneys-at-law and to produce to them the original or
		certified copy of the instrument or instruments and also to deliver to the said
		attorneys-at-law for retention by the Landlord a copy thereof.
	 

	 
			
				
				  15.
				

			 	
				
				  Not to bring or permit or suffer to
				  be brought onto the Demised Premises any materials or objects of a type likely
				  to cause a nuisance or annoyance.
				

			 

 

	 
			
				
				  16.
				

			 	
				
				  Not to bring or permit to be brought
				  any vehicles, bicycles, animals or birds into the Building and not to use the
				  Demised Premises or permit the same to be used for any illegal or immoral
				  purpose or any purpose of a nature likely to injure the reputation of the
				  Building.
				

			 

 

	 
			
				
				  17.
				

			 	
				
				  Not to deliver or permit delivery to
				  or removal from the Demised Premises of furniture, fittings, and equipment
				  except at times approved by the Landlord.
				

			 

 

	 
			
				
				  18.
				

			 	
				
				  To observe and conform to all
				  reasonable regulations and restrictions made by the Landlord or its agents or
				  servants for the proper management of the Building and notified in writing by
				  the Landlord or its agents or servants to the Tenant from time to time.
				

			 

 

	 
			
				
				  19.
				

			 	
				
				  To indemnify and hold harmless the
				  Landlord against all damage, loss or injury to the Demised Premises or any
				  other part of the Building (including windows thereof) or the appurtenances and
				  equipment therein and thereto or to any person solely caused by any act,
				  default or negligence of the Tenant, its servants, agents, licensees or
				  invitees and to pay and make good to the Landlord all and every loss or damage
				  whatsoever incurred or sustained by the non-observance of the Tenant’s
				  covenants herein contained and to indemnify and hold harmless the Landlord
				  against all actions, claims, liability, costs and expenses thereby
				  arising.
				

			 

 

	 
			
				
				  20.
				

			 	
				
				  To ensure that in all of the Tenants
				  insurance policies relating to the Demised Premises the Landlord in addition to
				  the Tenant is registered or listed as an additional insured party with benefits
				  identical to those of the Tenant in the case of a claim.
				

			 

 

	 
			
				
				  21.
				

			 	
				
				  To yield up the Demised Premises at
				  the expiration or earlier determination of the term hereby created with
				  fixtures and fittings thereto in the condition required by the Tenants
				  covenants hereinbefore contained.
				

			 

 

	 
			
				
				  22.
				

			 	
				
				  To pay the stamp duty attracted by
				  this Lease from time to time and any registration fees in relation
				  thereto.
				

			 

 

	 
			
				
				  C.
				

			 	
				
				  The Landlord HEREBY COVENANTS
				  with the Tenant as follows:
				

			 

 

	 
			
				
				  1.
				

			 	
				
				  Subject to the provisions of
				  sub-clauses B.1. and B.2. to pay all existing and future taxes, rates and
				  outgoings payable in respect of the Demised Premises or of the Building other
				  than those which may be payable solely as a result of the occupation of the
				  Demised Premises by the Tenant which shall be payable by the Tenant.
				

			 

 

	 
			
				
				  2.
				

			 	
				
				  To insure and at all times during
				  the said term keep insured the Building (unless the insurance thereof shall be
				  made void solely through or by reason of the act or default of the Tenant or
				  other Tenants or their servants, agents, licensees or visitors or any of them)
				  against loss or damage by fire, hurricane, earthquake, riot, strike and such
				  other hazards and risks as the Landlord may desire.
				

			 

 

	 
			
				
				  3.
				

			 	
				
				  To keep the roof, structure,
				  exterior walls, plumbing, drainage, electrical and sanitary equipment and other
				  apparatus of and to the Building in good and tenantable repair.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		4
	 

	 
		 
	 


	 
 

	 
			
				
				  4.
				

			 	
				
				  Unless prevented by any cause beyond
				  the control of the Landlord, to keep adequately lighted the parking areas,
				  vestibules, entrances, stairways, corridors, passages, lavatories and washing
				  conveniences in common use by the Tenant and other tenants of the Building
				  during such hours as the Landlord may reasonably decide and to clean and keep
				  tidy the same and as and when necessary repaint the same and all windows
				  affording light to the same and keep the same in good and tenantable repair
				  (and in the case of lavatories and washing conveniences supplied with running
				  water).
				

			 

 

	 
			
				
				  5.
				

			 	
				
				  To keep the air conditioning
				  equipment installed in the Building in good running order, electrical power
				  failure or other causes beyond the control of the Landlord excepted and subject
				  to Clause B 2.(5) (regarding Maintenance Fees) to pay the running (excluding
				  electricity) and maintenance costs in respect thereof and the Landlord shall be
				  entitled without liability whatsoever to the Tenant to stop the said equipment
				  in order to carry out such maintenance, repairs, improvements or alterations
				  thereto as may be necessary or desirable from time to time PROVIDED that the
				  Landlord shall not stop the air conditioning equipment located in the
				  Tenant’s server room without advance notice to the Tenant
				

			 

 

	 
			
				
				  6.
				

			 	
				
				  To employ and maintain a staff to
				  carry out the cleaning and other obligations to be carried out by the Landlord
				  in accordance with the provisions of sub-clause 4 and 5 of the clause.
				

			 

 

	 
			
				
				  7.
				

			 	
				
				  To provide dedicated parking
				  facilities (but not necessarily immediately adjacent to the Building) for the
				  Tenant for a minimum of 8 vehicles.
				

			 

 

	 
			
				
				  8.
				

			 	
				
				  That the Tenant paying the rent
				  hereby reserved and, performing and observing the covenants on the
				  Tenant’s part herein contained shall subject to the provisions of this
				  Lease be entitled peaceably to bold and enjoy the Demised Premises without any
				  interruption by the Landlord or any person rightfully claiming under it.

				

			 

 

	 
			
				
				  D.
				

			 	
				
				  PROVIDED ALWAYS and it is
				  hereby agreed as follows:
				

			 

 

	 
			
				
				  1.
				

			 	
				
				  All immoveable fixtures, fittings,
				  partitions, floor covering, carpeting, installations, alterations and additions
				  in the Demised Premises and whether installed and/or paid for by the Landlord
				  or the Tenant (except all such fixtures in the nature of trade fixtures or
				  machinery as shall have been installed by the Tenant during the term hereof
				  which subject to the proviso hereinafter as to repair of damage the Tenant
				  shall be entitled to remove at the termination of the term hereby created)
				  shall unless expressly otherwise agreed in writing by the Landlord, be and
				  become the property of the Landlord and shall not be removed by the Tenant at
				  any time PROVIDED ALWAYS that the Landlord may at the termination of the term
				  hereby created require if it so desires the Tenant to remove any of the
				  foregoing (including trade fixtures and/or machinery) placed or affixed by the
				  Tenant in the Demised Premises and to make good at the Tenant’s expense
				  any damage caused thereby.
				

			 

 

	 
			
				
				  2.
				

			 	
				
				  The Demised Premises shall be air
				  conditioned only during the usual business hours of 7:00 am to 6:00 pm Monday
				  to Friday inclusive and otherwise try arrangement between the Landlord and the
				  Tenant.
				

			 

 

	 
			
				
				  3.
				

			 	
				
				  If the Demised Premises or any part
				  thereof is damaged or destroyed by fire, storm or tempest or other act of God
				  or the Queen’s enemies or other cause whatsoever during the continuance of
				  the term hereby created so as to render the Demised Premises unfit for
				  occupation and use, the Landlord will until such time as the Demised Premises
				  shall be fit for occupation or use allow the Tenant total or a just
				  proportionate abatement of the rent reserved hereunder according to the nature
				  and extent of the damage sustained for so long as the Demised Premises shall be
				  unfit for occupation and use PROVIDED ALWAYS the Tenant’s right to
				  abatement of the rent shall cease if the insurance moneys shall be wholly or
				  partially irrecoverable by reason solely of any act or default of the Tenant,
				  its servants, agents, licensees or invitees.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		5
	 

	 
		 
	 


	 
 

	 
			
				
				  4.
				

			 	
				
				  If at any time during the term
				  hereby created the Demised Premises shall be destroyed or damaged by fire,
				  storm or tempest or other act of God or the Queen’s enemies so as to
				  become totally unfit for occupation and use or such damage shall in the opinion
				  of the Landlord not be capable of repair within 180 days of its occurrence then
				  and in such case the Landlord shall be under no liability to reinstate the
				  Demised Premises and in such case either party shall have the right to
				  terminate this Lease by giving to the other fourteen days’ notice in
				  writing whereupon the terms hereby created shall absolutely determine but
				  without prejudice to the rights and remedies of either party in respect of any
				  antecedent claim or breach of covenant and without prejudice to the
				  Tenant’s right to a total or just proportionate abatement of the rent by
				  the Landlord.
				

			 

 

	 
			
				
				  5.
				

			 	
				
				  If the rent hereby reserved or any
				  part thereof shall at any time be unpaid for 14 days after becoming payable
				  (whether formally demanded or not) or if any of the stipulations on the
				  Tenant’s part herein contained shall not be performed or observed or if
				  the Tenant shall go into liquidation whether voluntarily or otherwise it shall
				  be lawful for the Landlord at any time thereafter to re-enter the Demised
				  Premises or any part thereof in the name of the whole and thereupon the term
				  created hereby shall absolutely determine but without prejudice to the right of
				  action of the Landlord in respect of any antecedent breach of the Tenant’s
				  obligations herein contained.
				

			 

 

	 
			
				
				  6.
				

			 	
				
				  During the last three months of the
				  term hereby created, howsoever determined, the Landlord or his agents shall
				  have the right at reasonable times with advance notice to the Tenant to enter
				  and show the Demised Premises to prospective tenants thereof.
				

			 

 

	 
			
				
				  7.
				

			 	
				
				  If any question or difference
				  whatsoever shall arise between the parties or their respective representatives
				  or between either of the parties hereto and the representatives of the other of
				  them touching this Lease or any clause or thing herein contained or the
				  construction hereof or as to any matter in any way connected therewith or
				  arising thereout or the operation thereof of the rights, duties or liabilities
				  of any party in connection with the Demised Premises then and in every case
				  unless the parties concur in the appointment of a single arbitrator the matter
				  in difference shall be referred to two arbitrators one to be appointed by each
				  party pursuant to and so as with regard to the mode and consequence of the
				  reference and in all other respects to conform with the provisions in that
				  behalf contained in the Arbitration Law 1996 Revised of the Cayman Islands or
				  any then subsisting statutory modification thereof AND upon every or any such
				  reference the arbitrator or arbitrators and umpire who shall have been named
				  pursuant to the provisions of the said Arbitration Law shall respectively have
				  power to take the opinion of such counsel as they or he think fit upon any
				  question of law that may arise and at their or his discretion to adopt any
				  opinion so taken and to obtain assistance of such accountant, surveyor, valuer
				  or other person as they or he may think fit and to act upon any statement of
				  account, survey, valuation or expert assistance thus obtained and each of the
				  parties shall do acts and things and execute all deeds and instruments
				  necessary to give effect to the award to be made pursuant to this
				  submission.
				

			 

 

	 
			
				
				  8.
				

			 	
				
				  Nothing herein shall be construed so
				  as to limit or restrict the right of the Landlord to construct additions or
				  extensions to the Building or to construct other buildings upon the Parcel on
				  which the Building is situated or any part thereof or upon any parcel or
				  parcels adjoining thereto PROVIDED that such construction, additions or
				  extensions thereto shall not infringe upon the Tenant’s use of and right
				  to the designated parking spaces as set out in clause C.7 hereof.
				

			 

 

	 
			
				
				  9.
				

			 	
				
				  Any notice under this Lease shall be
				  in writing. Any notice to the Tenant shall be sufficiently served if addressed
				  to the Tenant and delivered to the Demised Premises and/or by post to the
				  Tenant’s registered office. Any notice to the Landlord shall be
				  sufficiently served if addressed to the Landlord at its registered office. Any
				  notice posted to the Landlord or the Tenant shall be deemed to have been served
				  within three days following that on which it was posted.
				

			 

 

	 
			
				
				  10.
				

			 	
				
				  In so far as terms and provisions of
				  this Lease are inconsistent with the terms and provisions of the Registered
				  Land Law, 1995 Revised, the said Registered Land Law 1995 Revised shall be
				  deemed to have been varied to that extent.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		6
	 

	 
		 
	 


	 
 

	 
			
				
				  11.
				

			 	
				
				  This Lease supersedes all previous
				  leases, agreements for leases or other similar deeds or agreements between the
				  Landlord and Tenant, which to the extent required are hereby deemed terminated
				  and of no further effect.
				

			 

 

	 
			
				
				  12.
				

			 	
				
				  In this Lease where the context so
				  admits:-
				

			 

 

	 
			
				
				   
				

			 	
				
				  (a)
				

			 	
				
				  words importing the masculine gender
				  shall include the feminine gender and vice versa and words importing the
				  singular number only shall include the plural number and vice versa and words
				  importing persons and all references to persons shall include corporations and
				  firms.
				

			 

 

	 
			
				
				   
				

			 	
				
				  (b)
				

			 	
				
				  if at any time two or more persons
				  are included in the expression “the Tenant” then covenants entered
				  into or implied therein by or on the part of the Tenant shall be deemed to be
				  and shall be construed as covenants entered into by and binding on such persons
				  jointly and severally.
				

			 

 

	 
			
				
				  13.
				

			 	
				
				  This Lease shall be construed in
				  accordance with the Laws of the Cayman Islands.
				

			 

 

	 
			
				
				  14.
				

			 	
				
				  This Lease shall be binding on and
				  inure to the benefit of each party’s respective successors and
				  assigns.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		7
	 

	 
		 
	 


	 
 

	 
		Schedule l
	 

	 
		ALL THOSE premises in Grand Pavilion
		building, situated on West Bay Road, Grand Cayman, Cayman Islands and having a
		total floor area of 2958 sq. ft. (square feet) and shown edged red on the plan
		annexed hereto and being part of the Parcel Number 190, Block 12C, West Bay
		Beach South Registration Section. TOGETHER WITH the right for the Tenant
		and others authorised by the Tenant to the use in common with the Landlord and
		all others so authorised by the Landlord and all others entitled thereto of the
		lavatories and washroom facilities shown and edged green on the plan annexed
		hereto AND TOGETHER ALSO WITH the right for the Tenant and persons
		authorised by the Tenant to use in common with the Landlord and all others
		entitled thereto driveways, the access ways, vestibules, entrances, stairways,
		corridors and passages to and in the Building for the purposes only of egress
		and ingress from and to the Demised Premises as and when necessary for the use
		and enjoyment of the Demised Premises AND TOGETHER WITH the right for
		the Tenant to the free and uninterrupted use of all electric, telephone and
		other wires and cables and free passage and running of water and air through
		the sewers, drains, ducts, pipes and channels placed or to be placed upon,
		through, in or under the adjacent premises in the Building so far as necessary
		in the enjoyment of the Demised Premises and in common with the Landlord and
		all others so authorised by the Landlord and all other persons entitled thereto
		EXCEPTING AND RESERVING to the Landlord and the other tenants and
		occupiers of the Building and all such other persons entitled thereto the right
		of free passage and running of water and air through the sewers, drains, ducts,
		pipes and channels made or to be made upon, through, in or under the Demised
		Premises and the free and uninterrupted use of all electric, telephone and
		other wires and cables placed or to be placed upon, through, in or under the
		same.
	 

	 
		IN WITNESS WHEREOF the parties hereto have
		caused this Deed to be executed the day and year before written.
	 

	 
		 
	 

	 
			
				
				  THE COMMON SEAL OF
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  GRAND PAVILION
				  LTD.
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  was hereunto affixed by
				

			 	
				
				  )
				

			 	
				
				  /s/ Gene Thompson
				

			 
	
				
				  Mr. Gene Thompson
				

			 	
				
				  )
				

			 	
				
				  Gene Thompson
				

			 
	
				
				  &
				

			 	
				
				  )
				

			 	
				
				  Director
				

			 
	
				
				  Mr. Norberg Thompson
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  In the presence of:
				

			 	
				
				  )
				

			 	
				
				  /s/ N.K. Thompson
				

			 
	
				
				   
				

			 	
				
				  )
				

			 	
				
				  N.K. Thompson O.B.E.
				

			 
	
				
				   
				

			 	
				
				  )
				

			 	
				
				  Director
				

			 
	
				
				  /s/
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  SIGNED, SEALED and
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  DELIVERED by:
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  /s/ Leonard Goldberg
				

			 	
				
				  )
				

			 	
				
				  /s/ Alan Brooks
				

			 
	
				
				  on behalf of
				

			 	
				
				  )
				

			 	
				
				  on behalf of
				

			 
	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  Greenlight Reinsurance, Ltd.
				

			 	
				
				  )
				

			 	
				
				  Greenlight Reinsurance, Ltd.
				

			 
	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  in the presence of:
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  /s/
				

			 	
				
				  )
				

			 	
				
				   
				

			 
	
				
				  Notary Public
				

			 	
				
				  )
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		8
	 

	 
		 
	 


	 
 

	 
		Schedule 2.
	 

	 
		Annual Rent
	 

	 
		 
	 

	 
			
				
				  Year 1 & 2
				

			 	
				
				  US$30.00 per square foot being
				  US$88,740.00 per year
				

			 
	
				
				  Year 3
				

			 	
				
				  5% increase being US$93,177 per
				  year
				

			 
	
				
				  Year 4
				

			 	
				
				  5% increase being US$97,835.85 per
				  year
				

			 
	
				
				  Year 5
				

			 	
				
				  5% increase being US$102,727.64 per
				  year
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		9
	 

	 
		 
	 


	 
 

	 
		[Diagram of Floor Plan]
	 

	 
		 
	 

	 
	 
		 
	 


	 
 

	 
		OPTION TO LEASE
	 

	 
		This option to lease is made on the 25th day
		of August, 2005 between GRAND PAVILION LTD. of P.O. Box 32336 SMB, Grand
		Cayman, Cayman Islands hereinafter called the Landlord and Greenlight
		Reinsurance, Ltd., of P.O. Box 1109 GT, Grand Cayman, Cayman Islands
		hereinafter called the Tenant.
	 

	 
		Reference is made to a lease in respect of
		2958 square feet dated the 25th day of August, 2005 hereinafter called the
		Principal Lease. Provided always that in respect to said lease no event of
		default shall have occurred and is continuing and provided always that said
		lease is in effect, in consideration of the rent and Tenant’s covenant
		contained in said lease Landlord hereby grants to Tenant the option to rent the
		space etched in red on the attached schedule upon terms similar to those in the
		Principal Lease, save that, as varied in writing by the Landlord and the
		Tenant, the term shall commence on the 1st day of September, 2010, for a period
		of 5 years. The rental rate shall increase by 5% per annum for each year of the
		option. For the avoidance of doubt, this option is conditional upon the
		Principal Lease being valid and continuing.
	 

	 
		Tenant shall give Landlord not more than
		nine and not less than six months’ notice of intention to exercise this
		option.
	 

	 
		 
	 

	 
			
				
				  Signed by Grand Pavilion Ltd.

				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 /s/
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				  Gene Thompson
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				  For the Director of Greenlight
				  Reinsurance, Ltd.
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 Signed by
				

			 	
				
				  /s/ Leonard Goldberg
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
					

 

	 
		Tenant
	 

	 
		 
	 

	 
		 
	 


	 
 

	 
		[Company Logo]
	 

	 
		August 26, 2005
	 

	 
		Mr. Leonard Goldberg
	 

	 
		Greenlight Reinsurance Ltd.
	 

	 
		PO Box 1109 GT
	 

	 
		Grand Cayman
	 

	 
		Cayman Islands
	 

	 
		Dear Mr. Goldberg:
	 

	 
		Re: Grand Pavilion Commercial
		Centre
	 

	 
		Following the execution and exchange of the
		Agreement for Lease between us with respect to the above, we hereby confirm
		that to the best of our knowledge the Grand Pavilion Commercial Centre is free
		from the effect of any mould, mildew and/or other types of fungi and that all
		appropriate measures have been taken to remediate against mould, mildew and
		other types of fungi.
	 

	 
		We further confirm that should any mould,
		mildew and/or other types of fungi be discovered at Grand Pavilion Commercial
		Centre that this occurrence alone shall be a sufficient basis for you to
		terminate the said Agreement for Lease and that any monies paid in respect of
		rent or other monies paid in advance shall be refunded to you in total or on a
		pro rata basis as applicable.
	 

	 
		 
	 

	 
			
				
				  Yours sincerely,
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  GRAND PAVILION LTD.
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 Per:
				

			 	
				
				  /s/ Gene Thompson
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	
				
				  Gene Thompson
				

			 	 	 	 	 
						

 

	 
		 
	 

	 
		 
	 

	 
		PO Box 32336 / Seven Mile Beach / Grand
		Cayman, Cayman Islands
	 

	 
		Telephone (345) 769-5656 / Facsimile (345)
		769-5757