ex10_1.htm


     

    Exhibit 10.1

     

     


    AMENDMENT
      TO

    WARRANTS
      OF VALIDUS HOLDINGS, LTD.

    


    


    AMENDMENT
      TO WARRANTS OF VALIDUS
      HOLDINGS, LTD., dated as of December 21,
      2007  (this “Amendment”), between Validus Holdings, Ltd. (the
“Company”) and the warrant holders listed on the signature pages hereto (the
“Holders”).

    


    WHEREAS,
      the Company has issued and
      outstanding  an aggregate of 8,711,728.8 warrants to purchase voting
      and non-voting common stock, currently denominated as Series A Warrants, Series
      B Warrants, Series D Warrants and Series E Warrants (collectively, the
“Warrants”);

    


    WHEREAS,
      the Holders hold a majority of
      the Company’s outstanding Warrants; and

    


    WHEREAS,
      the parties hereto desire to
      amend the Warrants in the manner set forth herein in accordance with Section
      12
      of the Warrants.

    


    NOW,
      THEREFORE, for good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereby agree as follows:

    


    


    Article
      I

    Amendment

    


    1.1.  Capitalized
      Terms.  All capitalized terms not otherwise defined herein
      shall have the respective meanings ascribed to them in the
      Warrants.

    


    1.2.  Amendment.  Section
      6 of each of the Warrants is hereby amended by adding the following as the
      last
      subsection thereof:

    


    In
      case
      the Company at any time or from time to time after the date hereof shall
      declare, order, pay or make a dividend or other distribution (including, without
      limitation, any distribution of other or additional stock or other securities
      or
      property or options, warrants or other rights to purchase Common Stock (or
      securities convertible into Common Stock) (other than options granted to
      employees of the Company) by way of dividend or spin-off, reclassification,
      recapitalization or similar corporate rearrangement) on the Common Stock, other
      than a dividend payable in additional Common Stock, then, and in each such
      case,
      the Company shall make the same dividend or distribution to Warrant Holders
      as
      it makes to holders of Common Stock pro rated based on the number of shares
      of
      Common Stock for which such Warrants are then exercisable, and the Exercise
      Price shall not be adjusted in respect thereof.

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Article
      II

    Miscellaneous

    


    2.1  Notice;
Exclusive
      Adjustment.  The Company agrees to provide notice to Warrant
      Holders of any dividend or distribution referred to in Section 1.2 hereof at
      the
      same time and in the same manner such notice is provided to holders of Common
      Stock.  For the avoidance of doubt, the parties agree that payment by
      the Company of a dividend or distribution to Warrant Holders as provided in
      Section 1.2 hereof shall be the exclusive adjustment required by the Warrants,
      including without limitation Section 6 thereof.

    


    2.2.  Continuing
      Effect.
      Except as expressly amended hereby, the Warrants shall remain in full force
      and
      effect in accordance with there terms.

    


    2.3.  Governing
      Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
      ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
      THE
      PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

    


    2.4.
Counterparts.   This
      Amendment may be executed in any number of counterparts, each such counterpart
      being deemed to be an original instrument, and all such counterparts shall
      together constitute the same agreement.

    


    



    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Amendment has been duly executed and delivered by the
      parties hereto as of the date first written above.

     

    


    
      	
              Validus
                Holdings, Ltd.

            
	 
	 
	
              By:
                _____________________________

            
	
              Name:

            
	
              Title:

            


    

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ACCEPTED
      AND AGREED TO, as

    of
      the
      date hereof:

    


    


    


    


    By:___________________________________

    Name:

    Title: