PURCHASE
AGREEMENT

     

    This
Purchase Agreement is dated as of January 14, 2009, by and among Maiden Capital
Financing Trust, a Delaware statutory trust (the “Trust”), Maiden Holdings North
America, Ltd., a Delaware corporation (“Maiden NA”), Maiden Holdings, Ltd., a
company organized under the laws of Bermuda (“Maiden BDA”) and each purchaser
identified on the signature pages hereto (each, including its successors and
assigns, a “Purchaser” and collectively the “Purchasers”).

     

    WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to
Section 4(2) of the Securities Act of 1933, as amended (the “Securities
Act”), and Rule 506 promulgated thereunder, the Trust and Maiden BDA
(collectively, the “Issuers”, and, each individually an Issuer”) desire to issue
and sell to each Purchaser, and each Purchaser, severally and not jointly,
desires to purchase from the Issuers, securities of the Issuers as more fully
described in this Agreement.

     

    WHEREAS,
(a) the Purchasers desire to purchase and the Trust desires to sell, upon the
terms and conditions stated in this Agreement, 260,000 Capital Securities (as
defined below), and (b) the Purchasers desire to purchase and Maiden BDA desires
to sell 11,700,000 common shares, par value $0.01 per share, of Maiden BDA (the
“Common Shares”).

     

    WHEREAS,
the Placement Agent is expected to act as placement agent with respect to the
Investment Units on behalf of the Issuers other than with respect to sales of
Investment Units to the Founders.

     

    WHEREAS,
concurrent with the execution of this Agreement, the Placement Agent is entering
into a Subscription Escrow Agreement (the “Escrow Agreement”) with Wilmington
Trust Company (the “Escrow Agent”), pursuant to which the Escrow Agent will
receive, deposit and hold in a segregated account all funds wired into the
escrow account from the Purchasers (other than the Founders) received in
connection with the sale of the Investment Units until such time as such funds
are to be released to the Issuers or returned to such Purchasers, in accordance
with the terms and conditions of the Escrow Agreement.

     

    NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
and for other good and valuable consideration the receipt and adequacy of which
are hereby acknowledged, Maiden BDA, Maiden NA, the Trust and each Purchaser
agree as follows:

     

    ARTICLE
I.

     

    DEFINITIONS

     

    1.1           Definitions.  In
addition to the terms defined elsewhere in this Agreement, for all purposes of
this Agreement, the following terms have the meanings set forth in this
Section 1.1:

     

    “Administrators”
means Arturo M. Raschbaum, John M. Marshaleck and Karen L. Schmitt.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Affiliate”
means any Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a
Person as such terms are used in and construed under Rule 144 under the
Securities Act.  With respect to a Purchaser, any investment fund or
managed account that is managed on a discretionary basis by the same investment
manager as such Purchaser will be deemed to be an Affiliate of such
Purchaser.

     

    “Agreement”
means this Purchase Agreement among the parties hereto (including any exhibits
and schedules hereto and the Disclosure Schedules) and all amendments hereto
made in accordance with the provisions of Section 5.5.

     

    “Capital
Securities” shall mean the Fixed Rate Capital Securities of the Trust issued
pursuant to the Declaration of Trust.

     

    “Closing”
shall have the meaning ascribed to such term in
Section 2.1(b).

     

    “Closing
Date” shall have the meaning ascribed to such term in
Section 2.1(b).

     

    “Commission”
means the Securities and Exchange Commission.

     

    “Common
Shares” shall have the meaning ascribed to such term in the
Recitals.

     

    “Company
Counsel” means Edwards Angell Palmer & Dodge LLP with offices located at 750
Lexington Avenue, New York, New York 10022.

     

    “Declaration
of Trust” means that certain Amended and Restated Declaration of Trust dated as
of January 20, 2009 by and among Wilmington Trust Company, as Institutional
Trustee and Delaware Trustee, Maiden NA, as Sponsor and the Administrators, as
Administrators.

     

    “Disclosure
Materials” means materials posted by Maiden BDA or its counsel to the Intralinks
datasite in connection with the offering of the Investment Units.

     

    “Disclosure
Schedules” means the Disclosure Schedules of Maiden BDA and Maiden NA delivered
concurrently herewith.

     

    "DTC"
shall have the meaning ascribed to such term in Section
2.2(a)(iii).

     

    “End of
Suspension Notice” shall have the meaning ascribed to such term in
Section 4.9(b).

     

    “Escrow
Agent” shall have the meaning ascribed to such term in the
Recitals.

     

    “Escrow
Agreement” shall have the meaning ascribed to such term in the
Recitals.

     

    “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.

     

    “Founders”
means George Karfunkel, Michael Karfunkel, any of their respective Affiliates
and any of their charitable or family trusts.

     

    
      
         


      

      
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    “GAAP”
means United States generally accepted accounting principles applied on a
consistent basis during the periods involved.

     

    “Governmental
Authority” shall have the meaning ascribed to such term in
Section 3.1(c).

     

    “Holders’
Counsel” shall have the meaning ascribed to such term in
Section 4.6(c)

     

    “Indenture”
means that certain Indenture dated as of January 20, 2009 between Maiden NA, as
Issuer, and Wilmington Trust Company , as Trustee.

     

    “Investment
Unit” means one Capital Security and 45 Common Shares.

     

    “Issuer(s)”
shall have the meaning ascribed to such term in the Recitals.

     

    “Law”
shall have the meaning ascribed to such term in
Section 3.1(c).

     

    “Lien” or
Liens” means a lien, charge, security interest, encumbrance, right of first
refusal, preemptive right or other restriction.

     

    “Losses”
shall have the meaning ascribed to such term in Section 4.5.

     

    “Maiden
BDA” shall have the meaning ascribed to such term in the Preamble.

     

    “Maiden
Company(ies)” shall have the meaning ascribed to such term in Section
3.1(a).

     

    “Maiden
Insurance” means Maiden Insurance Company, Ltd., a company organized under the
laws of Bermuda.

     

    “Maiden
NA” shall have the meaning ascribed to such term in the Preamble.

     

    “Material
Adverse Effect” means any circumstance, event, occurrence or development that,
individually or in the aggregate, would have or would reasonably be expected to
result in (i) a material adverse effect on the legality, validity or
enforceability of any Transaction Document, (ii) a material adverse effect
on the results of operations, assets, business or condition (financial or
otherwise) of Maiden BDA and its Subsidiaries, taken as a whole, or (iii) a
material adverse effect on the ability of Maiden BDA, Maiden NA or the Trust to
perform in any material respect on a timely basis its obligations under any
Transaction Document.

     

    “Parent
Guarantee” means that certain Guarantee Agreement dated as of January 20, 2009
by and between Maiden BDA and Wilmington Trust Company.

     

    “Person”
means an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity
of any kind.

     

    “Placement
Agent” means Friedman, Billings, Ramsey & Co., Inc.

     

    
      
         


      

      
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    “Proceeding”
means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.

     

    “Purchaser”
shall have the meaning ascribed to such term in the Preamble.

     

    “Purchaser
Party” shall have the meaning ascribed to such term in
Section 4.5.

     

    “Registrable
Securities” means all Common Shares issued pursuant hereto and any securities
which may be issued or issued or issuable in respect of Common Shares issued
pursuant hereto by way of share dividend or share split or in connection with a
combination of shares, recapitalization, reclassification, merger, amalgamation,
arrangement, consolidation or other reorganization of Maiden BDA.  As
to any particular securities constituting Registrable Securities, such
securities will cease to be Registrable Securities when (i) a registration
statement with respect to the sale by the holder thereof shall have been
declared effective under the Securities Act and such securities shall have been
disposed of in accordance with such registration statement, (ii) they have been
sold to the public pursuant to Rule 144 or Rule 145 or other exemption
from registration under the Securities Act, (iii) they have been acquired by
Maiden BDA or (iv) they are able to be sold by the Purchaser or transferee
holding such Registrable Securities without restriction as to volume or manner
of sale pursuant to Rule 144 under the Securities Act.

     

    “Registration
Expenses” shall have the meaning ascribed to such term in
Section 4.6(c)

     

    “Registration
Statement” means a registration statement meeting the requirements set forth in
Section 4.6 hereof and covering the resale by the Purchasers of all or part of
the Shares.

     

    “Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities
Act, as such rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
effect as such rule.

     

    “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.

     

    “Shares”
means the Common Shares issued or issuable to each Purchaser pursuant to this
Agreement.

     

    “Short
Sales” means all “short sales” as defined in Rule 200 of
Regulation SHO under the Exchange Act (but shall not be deemed to include
the location and/or reservation of borrowable Common Shares).

     

    “Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares
purchased hereunder set forth opposite such Purchaser’s name on Exhibit A under
the heading “Subscription Amount,” in United States dollars and in immediately
available funds.

     

    “Subsidiary”
and collectively, “Subsidiaries” means a subsidiary of Maiden BDA.

     

    “Suspension
Event” shall have the meaning ascribed to such term in
Section 4.9(b).

     

    
      
         


      

      
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    “Suspension
Notice” shall have the meaning ascribed to such term in
Section 4.9(b).

     

    “Trading
Day” means a day on which the Common Shares are traded on a Trading
Market.

     

    “Trading
Market” means the following markets or exchanges on which the Common Shares are
listed or quoted for trading on the date in question:  the Nasdaq
Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or
the New York Stock Exchange, and on the date hereof and the Closing Date shall
mean the Nasdaq Global Select Market.

     

    “Transaction
Document” and collectively, the “Transaction Documents” means this Agreement,
the Declaration of Trust, the Indenture, the Capital Securities Guarantee (as
defined in the Indenture) and the Parent Guarantee and any other documents or
agreements executed in connection with the transactions contemplated
hereunder.

     

    “Transfer
Agent” means American Stock Transfer & Trust Company and any successor
transfer agent of Maiden BDA.

     

    “Trust”
shall have the meaning ascribed to such term in the Preamble.

     

    “Trustee”
means Wilmington Trust Company.

     

    “U.S.”
means the United States of America.

     

    ARTICLE
II.

     

    PURCHASE
AND SALE

     

    2.1          Purchase and Sale of
Investment Units; Closings.

     

    (a)           Upon
the terms and subject to the conditions set forth herein, the Maiden BDA agrees
to sell the Common Shares included in each Investment Unit and the Trust agrees
to sell the Capital Securities included in each Investment Unit, and each
Purchaser, severally and not jointly, agrees to purchase, at a price of
$1,000.45 per Investment Unit, the Investment Units set forth opposite such
Purchaser’s name on Exhibit A.

     

    (b)           The
purchase and sale of the Investment Units shall take place at a closing (the
“Closing”) at the offices of counsel to Maiden BDA or such other location as
Maiden NA, Maiden BDA and the Placement Agent shall mutually agree at 10:00 a.m.
(Eastern time) on January 20, 2009 or such later date as shall be mutually
agreed to by Maiden NA, Maiden BDA and the Placement Agent (the “Closing
Date”).  At the Closing, each Issuer and each Purchaser shall deliver
the items set forth in Section 2.2.

     

    2.2          Deliveries.

     

    (a)           On
or prior to the Closing Date, the Issuers shall deliver or cause to be delivered
to each Purchaser the following:

     

    
      
         


      

      
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    (i)           
this Agreement duly executed by each Issuer and Maiden NA;

     

    (ii)           a
copy of the irrevocable instructions to the Transfer Agent instructing the
Transfer Agent to deliver, on an expedited basis, a certificate evidencing the
number of its Common Shares included in the Investment Units as set forth
opposite such Purchaser’s name on Exhibit A
hereto, registered in the name of such Purchaser; and

     

    (iii)           the
Capital Securities included in the Investment Units being purchased in the form
of one or more permanent global securities in definitive form by means of
deposit with the Trustee as custodian for the Depository Trust Company ("DTC"),
registered in the name of Cede & Co., as nominee for DTC, and bearing the
legends set forth in the Declaration of Trust and to be credited to the
Purchasers' accounts.

     

    (b)           On
or prior to the Closing Date, each Purchaser shall deliver or cause to be
delivered to the Issuers and Maiden NA this Agreement duly executed by such
Purchaser.

     

    (c)           On
or prior to the Closing Date, each Founder shall deliver or cause to be
delivered to the Trust such Founder’s Subscription Amount for the Investment
Units to be purchased as set forth on Exhibit A by
wire transfer to the Trust of $1,000 per Investment Unit to the Trust’s account
as specified in writing by the Trust and to Maiden BDA of $.45 per Investment
Unit to the Maiden
BDA’s account as specified in writing by Maiden BDA.  On or prior to
the Closing Date, each Purchaser who is not a Founder shall deliver or cause to
be delivered to the Escrow Agent (on behalf of the Issuers) such Purchaser’s
Subscription Amount for the Investment Units to be purchased as set forth on
Exhibit A by
wire transfer to the Escrow Agent of $1,000 per Investment Unit and $.45 per
Investment Unit to the escrow account specified in the Escrow
Agreement.

     

    2.3          Closing
Conditions.

     

    (a)           The
obligations of the Issuers hereunder with respect to the Closing as to a given
Purchaser are subject to the following conditions being met:

     

    (i)            
the representations and warranties of such Purchaser that are contained herein
and (A) that are qualified by materiality or Material Adverse Effect shall
be true when made and on the Closing Date, respectively, (except for
representations and warranties that speak as of a specific date which shall be
accurate as of such date), and (B) that are not qualified by materiality or
Material Adverse Effect shall be accurate in all material respects when made and
on the Closing Date, respectively, (except for representations and warranties
that speak as of a specific date which shall be accurate in all material
respects as of such date);

     

    (ii)           
all obligations, covenants and agreements of such Purchaser required to be
performed at or prior to the Closing Date shall have been
performed;

     

    (iii)           the
delivery by such Purchaser of the items set forth in Sections 2.2(b) and
(c) of this Agreement;

     

    (iv)           no
Law shall prohibit the consummation of the Closing;

     

    
      
         


      

      
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    (v)         
  the Declaration of Trust and the Indenture shall be in full force
and effect; and

     

    (vi)           contemporaneously
with the Closing the Trust shall purchase Debentures from Maiden NA with the
proceeds of the Subscription Amount received as of the Closing from such
Purchaser.

     

    (b)           The
respective obligations of each Purchaser hereunder with respect to the Closing
are subject to the following conditions being met:

     

    (i)            
the representations and warranties of Maiden BDA, Maiden NA and the Trust that
are contained herein and (A) that are qualified by materiality or Material
Adverse Effect shall be true when made and on the Closing Date, respectively
(except for representations and warranties that speak as of a specific date
which shall be accurate as of such date), and (B) that are not qualified by
materiality or Material Adverse Effect shall be accurate in all material
respects when made and on the Closing Date, respectively, (except for
representations and warranties that speak as of a specific date which shall be
accurate in all material respects as of such date);

     

    (ii)           
all obligations, covenants and agreements of Maiden BDA and Maiden NA required
to be performed at or prior to the Closing Date shall have been
performed;

     

    (iii)           the
Placement Agent and the Purchasers shall have received from each of Maiden BDA
and Maiden NA a certificate, dated as of the Closing Date and signed by its
Chief Executive Officer or its Chief Financial Officer, and from the Trust a
certificate, dated as of the Closing Date signed by an Administrator, certifying
to the fulfillment of the conditions specified in Sections 2.3(b)(i) and
(ii).

     

    (iv)           the
delivery by the Issuers of the items set forth in Section 2.2(a) of this
Agreement;

     

    (v)           
on or before the Closing Date, the Placement Agent and each Purchaser shall have
received (A) an opinion of Edwards Angell Palmer & Dodge LLP, counsel to
Maiden BDA, Maiden NA and the Trust, addressed to such Purchaser and the
Placement Agent in form and substance reasonably satisfactory to the Placement
Agent addressed to the Placement Agent as to United States federal, New York and
Delaware law, (B) an opinion of Conyers Dill & Pearman, counsel to Maiden
BDA, addressed to such Purchaser and the Placement Agent in form and substance
reasonably satisfactory to the Placement Agent as to Bermuda law, and (C) an
opinion of Richards Layton & Finger, P.A., counsel to Wilmington Trust
Company, addressed to such Purchaser and the Placement Agent in form and
substance reasonably satisfactory to the Placement Agent as to Delaware law, in
each case dated as of the Closing Date;

     

    (vi)           there
shall have been no Material Adverse Effect since the date hereof;

     

    (vii)          from
the date hereof through the Closing, (i) no suspension of the qualification of
the Common Shares for offering or sale in any jurisdiction, or of the initiation
or threatening of any Proceedings for any of such purposes, shall have occurred
and (ii) none of the Disclosure Materials shall contain an untrue statement of
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they are made, not misleading;

     

    
      
         


      

      
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    (viii)         no
Law shall prohibit the consummation of the Closing; and

     

    (ix)           On
or before the Closing, the Placement Agent shall have received the Transaction
Documents executed by each Issuer, Maiden NA, the Trustee, and the
Administrators, as applicable, and such agreements shall be in full force and
effect.

     

    For
purposes of Section 2.2 and this Section 2.3(b), a Purchaser shall be deemed to
have received any instrument or document (other than certificates evidencing the
Common Shares or the Capital Securities), if such instrument or document shall
have been sent via email in pdf format to such Purchaser to the email address
set forth on the signature page hereof.

     

    ARTICLE
III.

     

    REPRESENTATIONS
AND WARRANTIES

     

    3.1          Representations and
Warranties of the Maiden Companies.  Except as set forth in the
Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof
and shall qualify any representation otherwise made herein that it expressly
claims to qualify and any other representation or warranty to the extent that
the relevance of the disclosed matter to that representation or warranty is
readily apparent, Maiden BDA, Maiden NA and the Trust, jointly and severally,
hereby make the following representations and warranties to each Purchaser on
the date hereof and on the Closing Date:

     

    (a)           Organization and
Qualification.  Maiden BDA, Maiden NA, Maiden Insurance and the
Trust (each a “Maiden Company” and, collectively, the “Maiden Companies”) are
entities duly incorporated or otherwise organized, validly existing and in good
standing under the laws of the jurisdictions of their incorporation or
organization (as applicable), with the requisite powers and authority, including
all necessary governmental licenses, authorizations and permits, to own and use
their properties and assets and to carry on business as currently
conducted.  No Maiden Company is in violation or default of any of the
provisions of its respective certificate or articles of incorporation, bylaws,
declaration of trust or other organizational or charter
documents.  Each Maiden Company is duly qualified to conduct its
business and is in good standing as a foreign corporation or other entity in
each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be
so qualified or in good standing, as the case may be, would not have or
reasonably be expected to result in a Material Adverse Effect and no Proceeding
has been instituted or, to the knowledge of Maiden
BDA or Maiden NA, has been threatened by any Governmental Authority, in
any such jurisdiction revoking, limiting or curtailing or seeking to revoke,
limit or curtail such power and authority or qualification.

     

    
      
         


      

      
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    (b)           Authorization;
Enforcement.  Each of Maiden BDA, Maiden NA and the Trust has
the requisite corporate or other power and authority to enter into and to
consummate the transactions contemplated by each of the Transaction Documents to
which it is a party and otherwise to carry out its obligations hereunder and
thereunder.  The execution and delivery of each of the Transaction
Documents by each of Maiden BDA, Maiden NA and the Trust to the extent it is a
party thereto and the consummation by it of the transactions contemplated hereby
and thereby have been duly authorized by all necessary action on the part of
Maiden BDA, Maiden NA and the Trust, as applicable, and no further action is
required by Maiden BDA, Maiden NA and the Trust, as applicable , its Board of
Directors, its stockholders, the Trustee or the Administrators in connection
therewith.  Each Transaction Document has been (or upon delivery will
have been) duly executed by each of Maiden BDA, Maiden NA and the Trust that is
a party thereto and, when executed and delivered in accordance with the terms
hereof and thereof, will constitute the valid and binding obligation of Maiden
BDA, Maiden NA and the Trust, as applicable, enforceable against Maiden BDA,
Maiden NA and the Trust, as applicable, in accordance with its terms except
(i) as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by
laws relating to the availability of specific performance, injunctive relief or
other equitable remedies and (iii) insofar as indemnification and
contribution provisions may be limited by applicable law.

     

    (c)           No
Conflicts.  The execution, delivery and performance of the
Transaction Documents by each of Maiden BDA, Maiden NA and the Trust, the
issuance and sale of the Investment Units and the consummation by Maiden BDA,
Maiden NA and the Trust of the other transactions contemplated hereby and
thereby do not and will not (i) conflict with or violate any provision of
any Maiden Company’s certificate or articles of incorporation, bylaws,
declaration of trust or other organizational or charter documents, or
(ii) require any consent or other action by any Person under, conflict
with, or constitute a default (or an event that with notice or lapse of time or
both would become a default) under, result in the creation of any Lien upon any
of the properties or assets of any Maiden Company, or give to others any rights
of termination, amendment, acceleration or cancellation (with or without notice,
lapse of time or both) of, any agreement, credit facility, debt or other
instrument or other understanding to which any Maiden Company is a party or by
which any property or asset of any Maiden Company is bound or affected, or
(iii)  conflict with or result in a violation of any law, rule, regulation,
permit, license, order, judgment, injunction, decree or other restriction (a
“Law”) of any
court or governmental, administrative, regulatory or Trading Market authority to
which any Maiden Company is subject (each a “Governmental
Authority”) (including federal and state securities laws and
regulations), or by which any property or asset of any Maiden Company is bound
or affected; except in the case of each of clauses (ii) and (iii), such as
would not have or reasonably be expected to result in a Material Adverse
Effect.

     

    (d)           Filings, Consents and
Approvals.  Assuming the accuracy of the Purchasers’
representations and warranties set forth in Section 3.2, neither Issuer not
required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any Governmental Authority
or other Person in connection with the execution, delivery and performance by
any of Maiden BDA, Maiden NA and the Trust of the Transaction Documents to which
it is a party, other than (i) the filing of a Form D with the Commission or
state securities (including insurance securities) or “Blue Sky” authorities and
(ii) the filings contemplated by Section 4.6 or 4.7.

     

    
      
         


      

      
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    (e)           Issuance of the Investment
Units.

     

    (i)           The
Common Shares included in the Investment Units have been duly authorized for
issuance, sale and delivery pursuant to this Agreement and, when issued and
delivered by Maiden BDA against payment therefor in accordance with the terms of
this Agreement, will be duly and validly issued and fully paid and
nonassessable, free and clear of any pledge, Lien, encumbrance, security
interest or other claim except for any such pledge, Lien, encumbrance, security
interest or other claim resulting solely from the actions of the Placement Agent
or the Purchasers, and the issuance, sale and delivery of such Common Shares by
Maiden BDA are not subject to any preemptive right, co-sale right, registration
right, right of first refusal or other similar right of shareholders arising by
operation of law, under the charter or bye-laws of Maiden BDA, under any
agreement to which Maiden BDA is a party or otherwise.

     

    (ii)           The
Capital Securities included in the Investment Units have been duly authorized
for issuance, sale and delivery pursuant to this Agreement and the Declaration
of Trust and, when issued and delivered by the Trust against payment therefor in
accordance with the terms of this Agreement, will be duly and validly issued and
fully paid and nonassessable, free and clear of any pledge, Lien, encumbrance,
security interest or other claim except for any such pledge, Lien, encumbrance,
security interest or other claim resulting solely from the actions of the
Placement Agent or the Purchasers, and the issuance, sale and delivery of such
Capital Securities by the Trust are not subject to any preemptive right, co-sale
right, registration right, right of first refusal or other similar right of
shareholders arising by operation of law, under the Declaration of Trust, under
any agreement to which the Trust is a party or otherwise.

     

    (f)           Qualifications.  Each
Maiden Company is duly qualified or licensed by, and is in good standing in,
each jurisdiction in which it conducts its business, or in which it owns or
leases property or maintains an office and in which such qualification or
licensing is necessary and in which the failure, individually or in the
aggregate, to be so qualified or licensed would reasonably be expected to have a
Material Adverse Effect.

     

    (g)           Capitalization of Maiden
BDA.  The authorized capital stock of Maiden BDA consists of
100,000,000 Common Shares and, as of the date of this Agreement, there were
58,587,664 Common Shares outstanding, 4,050,000 Common Shares reserved for
issuance on the exercise of outstanding warrants, 1,519,834 Common Shares
reserved for issuance on exercise of outstanding options and 1,280,166 Common
Shares reserved for issuance under employee stock or other equity
plans.  All of the issued and outstanding Common Shares have been, and
all Common Shares that may be issued pursuant to outstanding warrants and stock
options will be, when issued in accordance with the respective terms thereof,
duly authorized and validly issued and are fully paid and nonassessable, and
have not been, or will not be, issued in violation of or subject to any
preemptive right or other similar right of shareholders arising by operation of
law, under the certificate of incorporation or bye-laws of Maiden BDA, under any
agreement to which Maiden BDA is a party or otherwise.  Except as set
forth in this Section 3.1(g), there are no outstanding (i) securities or
obligations of Maiden BDA convertible into or exchangeable for any capital stock
of Maiden BDA, (ii) warrants, rights or options to subscribe for or purchase
from Maiden BDA any such capital stock or any such convertible or exchangeable
securities or obligations or (iii) obligations of Maiden BDA to issue or sell
any shares of capital stock, any such convertible or exchangeable securities or
obligation, or any such warrants, rights or options.

     

    
      
         


      

      
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    (h)          Permits.  Each
Maiden Company has all necessary licenses, permits, certificates,
authorizations, consents and approvals and has made all necessary filings
required under any federal, state, local or foreign Law, regulation or rule, and
has obtained all necessary licenses, permits, certificates, authorizations,
consents and approvals from other persons required in order to conduct its
respective business, except to the extent that any failure to have any such
licenses, permits, certificates, authorizations, consents or approvals, to make
any such filings or to obtain any such licenses, permits, certificates,
authorizations, consents or approvals would not, individually and in the
aggregate, have a Material Adverse Effect; no Maiden Company is in violation of,
or in default under, any such license, permit, certificate, authorization,
consent or approval or any federal, state, local or foreign law, regulation or
rule or any decree, order or judgment applicable to such Maiden Company, the
effect of which would reasonably be expected to have a Material Adverse
Effect.

     

    (i)           Proceedings.  There
are no material actions, suits, proceedings, inquiries or investigations pending
or, to the knowledge of any of Maiden BDA, Maiden NA and the Trust, threatened
against any Maiden Company, or any of their respective properties at Law or in
equity, or before or by any Governmental Authority.

     

    (j)           Material
Events.  Except as disclosed by Maiden BDA in filings and
reports pursuant to the Exchange Act and Securities Act, since September 30,
2008, there has not been any event, circumstance or change that has, or would
reasonably be expected to have, a Material Adverse Effect.

     

    (k)          Finder’s
Fees.  Except for a placement fee owed to the Placement Agent,
none of the Maiden Companies has incurred any liability for any finder’s fees or
similar payments in connection with the transactions contemplated
hereby.

     

    (l)           Private
Placement.  Assuming the accuracy of the Purchasers’
representations and warranties set forth in Section 3.2, the Investment
Units will be issued and sold pursuant to the registration exemption provided by
Rule 506 of Regulation D and Section 4(2) of the Securities Act as a transaction
not involving a public offering and the requirements of any other applicable
state securities (including insurance securities) or “Blue Sky”
laws.  The issuance and sale of the Shares hereunder do not contravene
the rules and regulations of the Trading Market.

     

    (m)         Investment
Company.  Neither Issuer is, and immediately after receipt of
payment for the Investment Units, will not be, an “investment company” or an
entity “controlled” by an “investment company” within the meaning of the
Investment Company Act of 1940, as amended.

     

    (n)         Disclosure
Materials.  The Disclosure Materials are true and correct and
do not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading.

     

    
      
         


      

      
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    (o)          Tax
Status.  Except for matters that would not, individually or in
the aggregate, have or reasonably be expected to result in a Material Adverse
Effect, (i) each Maiden Company has accurately and timely filed all
federal, state and foreign income and franchise tax returns, reports and
declarations required by any jurisdiction to which it is subject, (ii) each
Maiden Company has paid or accrued all taxes shown as due thereon, or, where
payment is not due yet, has established in accordance with GAAP an adequate
accrual for all material taxes through the end of the last period for which such
Maiden Company ordinarily records items in its books and (iii) there is no
tax deficiency in any material amount which has been asserted or threatened
against any Maiden Company.

     

    (p)          Regulation M
Compliance.  Maiden BDA has not, and to its knowledge no one
acting on its behalf has, (i) taken, directly or indirectly, any action
designed to cause or to result in the stabilization or manipulation of the price
of any security of Maiden BDA to facilitate the sale or resale of any of the
Common Shares, (ii) sold, bid for, purchased, or, paid any compensation for
soliciting purchases of, any of the Common Shares, or (iii) paid or agreed
to pay to any Person any compensation for soliciting another to purchase any
other securities of Maiden BDA, other than, in the case of clauses (ii) and
(iii), compensation paid to the Placement Agent in connection with the placement
of the Common Shares.

     

    (q)          Registration of Common
Shares.  The Common Shares are registered pursuant to Section
12(b) of the Exchange Act and listed for trading on the Trading Market, and
Maiden BDA has taken no action designed to, or which to its knowledge is likely
to have the effect of, terminating the registration of the Common Shares under
the Exchange Act or the listing of the Common Shares on the Trading Market, nor
has the Company received any notification that the Commission or the Trading
Market is contemplating terminating any such registration or
listing.

     

    (r)          Treatment of
Purchasers.  Each Purchaser will purchase Investment Units on
the same terms and conditions.  No Issuer has paid, or agreed to pay,
to any Affiliate of such Issuer any fee or has entered into any agreement with
any such Affiliate that has not been entered into with each Purchaser, in any
case in connection with the offering of Investment Units contemplated
hereby.

     

    3.2          Representations and
Warranties of the Purchasers.  Each Purchaser, for itself and
for no other Purchaser, hereby represents and warrants as of the date hereof and
as of the Closing Date to Maiden BDA, Maiden NA and the Trust as
follows:

     

    (a)          Organization;
Authority.  Such Purchaser is an entity duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization with full right, corporate or partnership power and authority to
enter into and to consummate the transactions contemplated by the Transaction
Documents and otherwise to carry out its obligations hereunder and
thereunder.  The execution, delivery and performance by such Purchaser
of the transactions contemplated by this Agreement have been duly authorized by
all necessary corporate or similar action on the part of such
Purchaser.  Each Transaction Document to which it is a party has been
duly executed by such Purchaser, and when delivered by such Purchaser in
accordance with the terms hereof, will constitute the valid and legally binding
obligation of such Purchaser, enforceable against it in accordance with its
terms, except in relation to enforceability (i) as limited by general
equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of
creditors’ rights generally, (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions
may be limited by applicable law.

     

    
      
         


      

      
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    (b)          Own
Account.  Such Purchaser understands that the Investment Units
are “restricted securities” and have not been registered under the Securities
Act or any applicable state or other securities law and is acquiring the
Investment Units as principal for its own account and not with a view to or for
distributing or reselling such Investment Units or any part thereof in violation
of the Securities Act or any applicable state or other securities law, has no
present intention of distributing any of such Investment Units in violation of
the Securities Act or any applicable state or other securities law and has no
direct or indirect arrangement or understandings with any other persons to
distribute or regarding the distribution of such Investment Units in violation
of the Securities Act or any applicable state or other securities
law.  Such Purchaser is acquiring the Investment Units hereunder in
the ordinary course of its business.

     

    (c)          Purchaser
Status.  At the time such Purchaser was offered the Investment
Units, it was, and at the date hereof it is, either:  (i) an
“accredited investor” as defined in Rule 501(a) under the Securities Act or
(ii) a “qualified institutional buyer” as defined in Rule 144A(a)
under the Securities Act.  No Purchaser is required to be registered
as a broker-dealer under Section 15 of the Exchange Act.

     

    (d)          Experience of Such
Purchaser.  Such Purchaser, either alone or together with its
representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of
the prospective investment in the Investment Units, and has so evaluated the
merits and risks of such investment.  Such Purchaser is able to bear
the economic risk of an investment in the Investment Units and, at the present
time, is able to afford a complete loss of such investment.

     

    (e)          General
Solicitation.  Such Purchaser is not purchasing the Investment
Units as a result of any advertisement, article, notice or other communication
regarding the Investment Units published in any newspaper, magazine or similar
media or broadcast over television or radio or presented at any seminar or any
other general solicitation or general advertisement.

     

    (f)           Short Sales and
Confidentiality Prior to the Date Hereof.  Other than the
transaction contemplated hereunder, such Purchaser has not, nor has any Person
acting on behalf of or pursuant to any understanding with such Purchaser,
directly or indirectly executed any transaction, including Short Sales, in the
securities of Maiden BDA during the period commencing from the time that such
Purchaser first received a term sheet (written or oral) from Maiden NA, Maiden
BDA or any other Person setting forth the material terms of the transactions
contemplated hereunder until the date hereof.  Other than to other
Persons party to this Agreement, such Purchaser has maintained the
confidentiality of all disclosures made to it in connection with this
transaction (including the existence and terms of this
transaction).

     

    
      
         


      

      
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    (g)         Filings, Consents and
Approvals.  The Purchaser is not required to obtain any
consent, waiver, authorization or order of, give any notice to, or make any
filing or registration with, any court or other Governmental Authority or other
Person in connection with the execution, delivery and performance by the
Purchaser of the Transaction Documents, other than any filings required pursuant
to Section 13 or Section 16 of the Exchange Act.

     

    (h)         Provision of
Information.  Such Purchaser has been afforded (i) the
opportunity to ask such questions as it has deemed necessary of, and to receive
answers from, representatives of Maiden BDA and Maiden NA concerning the terms
and conditions of the Investment Units and the finances, operations and business
of Maiden BDA and Maiden NA; and (ii) the opportunity to request such
additional information which Maiden BDA or Maiden NA possesses or can acquire
without unreasonable effort or expense.

     

    (i)           No Public
Market.  Such Purchaser understands that no public market
exists for the Capital Securities and that it is unlikely that a public market
will ever exist for the Capital Securities.

     

    (j)           Certain
Fees.  No brokerage or finder’s fees or commissions are or will
be payable by such Purchaser to any broker, financial advisor or consultant,
finder, placement agent, investment banker, bank or other Person with respect to
the transactions contemplated by the Transaction Documents.

     

    (k)          Acknowledgement.  Each
Purchaser acknowledges that the Issuers have relied upon the representations and
warranties of the Purchasers set forth in Section 3.2 in its determination
that no registration under the Securities Act is required for the offer and sale
of the Investment Units by the Issuers to the Purchasers as contemplated by this
Agreement.

     

    ARTICLE
IV.

     

    OTHER
AGREEMENTS OF THE PARTIES

     

    4.1          Transfer
Restrictions.

     

    (a)        
 Each of the Purchasers agrees that its Investment Units may only be
disposed of in compliance with state and federal securities laws.  In
connection with any transfer of Capital Securities or Common Shares, other than
pursuant to an effective registration statement or Rule 144, to the
applicable Issuer or to an Affiliate of a Purchaser, the applicable Issuer may
require the transferor thereof to provide to the applicable Issuer an opinion of
counsel selected by the transferor and reasonably acceptable to such Issuer, the
form and substance of which opinion shall be reasonably satisfactory to such
Issuer, to the effect that such transfer does not require registration of such
transferred Capital Securities or Common Shares under the Securities
Act.  As a condition of transfer, other than pursuant to an effective
Registration Statement or Rule 144, any such transferee shall agree in
writing to be bound by the terms of this Agreement and shall have the rights of
a Purchaser under this Agreement.

     

    (b)         Each
Purchaser agrees to the imprinting, so long as is required by this
Section 4.1, of a legend on any of its Common Shares in the following
form:

     

    
      
         


      

      
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    THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO MAIDEN
HOLDINGS, LTD.

     

    (c)      
   Certificates evidencing the Common Shares shall not contain
any legend (including the legend set forth in Section 4.1(b)),
(i) following any sale of such Common Shares pursuant to Rule 144,
(ii) if such Common Shares are eligible for sale under
Rule 144(b)(1)(i), or (iii) if such legend is not required under
applicable requirements of the Securities Act (including judicial
interpretations and pronouncements issued by the staff of the
Commission).  Maiden BDA agrees that at such time as such legend is no
longer required under this Section 4.1(c), it will promptly following the
delivery by a Purchaser to Maiden BDA or the Transfer Agent of a certificate
representing Common Shares issued with a restrictive legend, deliver or cause to
be delivered to such Purchaser a certificate representing such Common Shares
that is free from all restrictive and other legends.  Notwithstanding
the foregoing, Maiden BDA shall not be required to remove any legends until all
Common Shares represented by a single certificate are no longer subject to
restrictions.  If only a portion of the Common Shares represented by
any single certificate is subject to restrictions, the holder of the certificate
may request, or Maiden BDA may require, that such certificate be cancelled and
two new certificates be issued.  One certificate shall represent, and
be in the amount of, Common Shares not subject to restrictions and shall bear no
legend and the second certificate shall represent, and be in the amount of,
Common Shares subject to restrictions and shall bear an appropriate
legend.  Certificates for Common Shares subject to legend removal
hereunder shall be transmitted by the Transfer Agent to the Purchasers by
crediting the account of the Purchaser’s prime broker or custodian bank with the
Depository Trust Company system.

     

    (d)          Each
Purchaser, severally and not jointly with the other Purchasers, agrees that the
removal of the restrictive legend from certificates representing Common Shares
as set forth in this Section 4.1 is predicated upon Maiden BDA’s reliance
that such Purchaser will sell any Common Shares pursuant to either the
registration requirements of the Securities Act, including any applicable
prospectus delivery requirements, or an exemption therefrom, and that if Shares
are sold pursuant to a registration statement, they will be sold in compliance
with the plan of distribution set forth therein.

     

    4.2          Furnishing of
Information.  As long as any Purchaser owns Common Shares and
Maiden BDA remains subject to the requirements of the Exchange Act, Maiden BDA
covenants to timely file (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by Maiden
BDA after the date hereof pursuant to the Exchange Act.  As long as
any Purchaser owns Common Shares, if Maiden BDA is not required to file reports
pursuant to the Exchange Act, it will prepare and furnish to the Purchasers and
make publicly available in accordance with Rule 144(c) such information as is
required for the Purchasers to sell the Common Shares under
Rule 144.  Maiden BDA further covenants that it will take such
further action as any holder of Common Shares may reasonably request, to the
extent required from time to time to enable such Person to sell such Shares
without registration under the Securities Act within the requirements of the
exemption provided by Rule 144.

     

    
      
         


      

      
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    4.3          Integration.  Maiden
BDA shall not sell, offer for sale or solicit offers to buy or otherwise
negotiate in respect of any security (as defined in Section 2 of the
Securities Act) that would be integrated with the offer or sale of the Shares in
a manner that would require the registration under the Securities Act of the
sale of the Shares to the Purchasers or that would be integrated with the offer
or sale of the Shares for purposes of the rules and regulations of any Trading
Market such that it would require shareholder approval prior to the closing of
such other transaction unless shareholder approval is obtained before the
closing of such subsequent transaction.

     

    4.4          Use of
Proceeds.  The Trust shall use the net proceeds received by it
from the sale of the Investment Units hereunder to purchase Debentures pursuant
to the Indenture.

     

    4.5          Indemnification of
Purchasers.  Subject to the provisions of this
Section 4.5, Maiden BDA, Maiden NA and the Trust will, jointly and
severally, indemnify and hold each Purchaser and its directors, officers,
shareholders, members, partners, employees and agents, each Person who controls
such Purchaser (within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees of such controlling persons (each, a
“Purchaser Party”) harmless from any and all losses, liabilities, obligations,
claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys’ fees and
costs of investigation that any such Purchaser Party may suffer or incur, it
being understood and agreed that such losses and damages are not limited to
out-of-pocket expenses (collectively “Losses”) as a result of or relating to any
breach of any of the representations, warranties, covenants or agreements made
by any of Maiden BDA, Maiden NA and the Trust in this Agreement or in the other
Transaction Documents.  If any action shall be brought against any
Purchaser Party in respect of which indemnity may be sought pursuant to this
Agreement, such Purchaser Party shall promptly notify each of Maiden BDA, Maiden
NA and the Trust in writing (provided, that the
failure of any Purchaser Party to give such notice shall not relieve Maiden BDA,
Maiden NA and the Trust of their obligations or liabilities pursuant to this
Agreement, except (and only) to the extent that such failure shall have
prejudiced Maiden BDA, Maiden NA or the Trust), and Maiden BDA, Maiden NA or the
Trust shall have the right to assume the defense thereof with counsel of its own
choosing reasonably acceptable to the Purchaser Party if Maiden BDA, Maiden NA
or the Trust acknowledges in writing its obligation to indemnify such Purchaser
Party hereunder for any Losses that may result from such action.  Any
Purchaser Party shall have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Purchaser Party except to the extent
that (i) the employment thereof has been specifically authorized by Maiden
BDA, Maiden NA or the Trust in writing, (ii) each of Maiden BDA, Maiden NA
and the Trust has failed after a reasonable period of time to acknowledge in
writing their obligation to indemnify such Purchaser Party hereunder or to
assume such defense and to employ counsel or (iii) in such action there is,
in the reasonable opinion of such separate counsel, a material conflict on any
material issue between the position of any of Maiden BDA, Maiden NA or the Trust
and the position of such Purchaser Party, in which case Maiden BDA, Maiden NA
and the Trust shall be, jointly and severally, responsible for the reasonable
fees and expenses of no more than one such separate counsel.  None of
Maiden BDA, Maiden NA or the Trust will be liable to any Purchaser Party under
this Agreement (i) for any settlement by a Purchaser Party effected without
the prior written consent of Maiden BDA, Maiden NA and the Trust, which shall
not be unreasonably withheld or delayed, if any of Maiden BDA, Maiden NA or the
Trust has previously acknowledged in writing its obligations to indemnify such
Purchaser Party hereunder against Losses that may result from such action; or
(ii) to the extent, but only to the extent that any Losses are proximately
caused by (A) any Purchaser Party’s breach of any of the representations,
warranties, covenants or agreements made by such Purchaser Party in this
Agreement or in the other Transaction Documents, (B) any violations by a
Purchaser of state or federal securities laws or (C) any conduct by such
Purchaser that has been finally determined by a court of competent jurisdiction
to have constituted fraud, gross negligence or willful
misconduct.  Maiden BDA, Maiden NA and the Trust shall obtain the
prior written consent of the relevant Purchaser Party(ies) before entering into
any settlement of any third party claim if the settlement does not release the
relevant Purchaser Party(ies) from all liabilities and obligations with respect
to such claim or the settlement imposes injunctive or other equitable relief
against the relevant Purchaser Party(ies).

     

    
      
         


      

      
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    4.6          Registration Rights; Rule
144, Etc.

     

    (a)           Mandatory Shelf
Registration.  Maiden BDA will use its commercially reasonable
efforts to qualify for registration on, and will promptly file on or prior to
April 15, 2009, a registration statement on, Form S-1, and such Registration
Statement will be a “shelf” registration statement providing for the
registration, and the sale on a continuous or delayed basis, of the Registrable
Securities pursuant to Rule 415.  Upon filing the Registration
Statement, Maiden BDA will, if applicable, use its commercially reasonable
efforts to cause such Registration Statement to be declared effective, will keep
such Registration Statement effective with the Commission at all times and the
Registration Statement shall be re-filed upon its expiration, and shall
cooperate in any shelf take-down by amending or supplementing the prospectus
related to such Registration Statement as may be requested by the Purchasers or
any transferees or as otherwise required, until the Purchasers or any
transferees who would require such registration to effect a sale of the
Registrable Securities no longer hold the Registrable Securities. Maiden BDA
will pay all Registration Expenses incurred in connection with the shelf
registration contemplated by this Section 4.6.

     

    (b)           Registration
Procedures.  In connection with the obligations of Maiden BDA
with respect to any registration pursuant to this Agreement, Maiden BDA shall
use its commercially reasonable efforts to effect or cause to be effected the
registration of the Registrable Securities under the Securities Act to permit
the sale of such Registrable Securities, and Maiden BDA shall:

     

    
      
         


      

      
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    (i)       
    prepare and file with the Commission a Registration
Statement with respect to such Registrable Securities, make all required filings
with the National Association of Securities Dealers and the Financial Industry
Regulatory Authority and thereafter use its commercially reasonable efforts to
cause such Registration Statement to become effective as soon as reasonably
practicable and to remain effective as provided herein, provided that before
filing a Registration Statement or any amendments or supplements thereto, Maiden
BDA will, at Maiden BDA’s expense, furnish or otherwise make available to the
Holders’ Counsel and the Placement Agent copies of all such documents proposed
to be filed and such other documents reasonably requested by such counsel and
the Placement Agent, which documents will be subject to review and comment of
such counsel at Maiden BDA’s expense, including any comment letter from the
Commission with respect to such filing or the documents incorporated by
reference therein, and if requested by such counsel or the Placement Agent,
provide such counsel and the Placement Agent reasonable opportunity to
participate in the preparation of such Registration Statement and such other
opportunities to conduct a reasonable investigation within the meaning of the
Securities Act, including reasonable access to Maiden BDA’s financial books and
records, officers, accountants and other advisors;

     

    (ii)      
     prepare and file with the Commission such
amendments and supplements to such Registration Statement as may be necessary to
keep such Registration Statement effective continuously and such Registration
Statement shall be re-filed upon its expiration until 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) (or such shorter period
ending on the date that the securities covered by such Registration Statement
cease to constitute Registrable Securities), and 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 (or such shorter
period ending on the date that the securities covered by such Registration
Statement cease to constitute Registrable Securities), and cause the related
prospectus to be supplemented by any prospectus supplement as may be necessary
to comply with the provisions of the Securities Act with respect to the
disposition of the securities covered by such Registration Statement, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provisions then in
force) under the Securities Act;

     

    (iii)           furnish
to each seller of Registrable Securities such number of copies, without charge,
of such Registration Statement, each amendment and supplement thereto, including
each preliminary prospectus, final prospectus, any other prospectus (including
any prospectus filed under Rule 424, Rule 430A or Rule 430B under the Securities
Act and any “issuer free writing prospectus” as such term is defined under Rule
433 promulgated under the Securities Act), all exhibits and other documents
filed therewith and such other documents as such seller may reasonably request
including in order to facilitate the disposition of the Registrable Securities
owned by such seller, and upon request a copy of any and all transmittal letters
or other correspondence to or received from, the Commission or any other
Governmental Authority relating to such offer;

     

    (iv)           register
or qualify (or exempt from registration or qualification) such Registrable
Securities, and keep such registration or qualification (or exemption therefrom)
effective, under such other securities (including insurance securities) or blue
sky laws of such jurisdictions as any seller reasonably requests and do any and
all other acts and things that may be reasonably necessary or reasonably
advisable to enable such seller to consummate the disposition in such
jurisdictions of the Registrable Securities owned by such seller (provided that
Maiden BDA will not be required to (A) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
subsection, (B) subject itself to taxation in any such jurisdiction or (C)
consent to general service of process in any such jurisdiction);

     

    
      
         


      

      
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    (v)         
  notify each seller of such Registrable Securities and the Holders’
Counsel at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, upon discovery that, or upon the discovery
of the happening of any event that makes any statement made in the Registration
Statement or related prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that
requires the making of any changes in such Registration Statement, prospectus or
documents and, as soon as reasonably practicable, subject to Section 4.9,
prepare and furnish to such seller a reasonable number of copies of a supplement
or amendment to such prospectus so that, in the case of the Registration
Statement, it will not contain any untrue statement of material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, not misleading, and that in the case of any prospectus, it
will not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statement therein, in light of the
circumstances in which they were made, not misleading;

     

    (vi)           notify
each seller of any Registrable Securities covered by such Registration Statement
and the Holders’ Counsel (A) when such Registration Statement or the prospectus
or any prospectus supplement or post-effective amendment has been filed and,
with respect to such Registration Statement or any post-effective amendment,
when the same has become effective, (B) of any request by the Commission for
amendments or supplements to such Registration Statement or to amend or to
supplement such prospectus or for additional information, (C) of the issuance by
the Commission of any stop order suspending the effectiveness of such
Registration Statement or the initiation of any Proceedings for any of such
purposes, and (D) of the receipt by Maiden BDA of any notification with respect
to the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction, or the initiation or
threatening of any Proceeding for such purpose;

     

    (vii)          upon
the occurrence of an event contemplated in Section 4.6(b)(v) or in Section
4.6(b)(vi)(B), (b)(vi)(C) or (b)(vi)(D) (but subject to Section 4.9), prepare a
supplement or amendment to the Registration Statement or supplement to the
related prospectus or any document incorporated or deemed to be incorporated
therein by reference, or file any other required document so that such
prospectus as thereafter delivered to the sellers of such Registrable Securities
will not contain an untrue statement of a material fact or omit to state any
fact necessary to make the statements therein not misleading in the light of the
circumstances under which they were made;

     

    (viii)         cause
all such Registrable Securities to be listed on each securities exchange on
which similar securities issued by Maiden BDA are then listed or, if no similar
securities issued by Maiden BDA are then listed on any securities exchange, use
its commercially reasonable efforts to cause all such Registrable Securities to
be listed on the New York Stock Exchange or the Nasdaq Global Select Market, as
determined by Maiden BDA;

     

    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    (ix)           provide
a transfer agent and registrar for all such Registrable Securities not later
than the effective date of such Registration Statement;

     

    (x)           
if requested by any seller of Registrable Securities, promptly include in a
prospectus supplement or amendment such information as the seller may reasonably
request in order to permit the intended method of distribution of such
securities and make all required filings of such prospectus supplement or such
amendment as soon as practicable after Maiden BDA has received such
request;

     

    (xi)           make
available for inspection by any seller of Registrable Securities and the
Holders’ Counsel, and any attorney, accountant or other agent retained by any
such seller, all financial and other records, pertinent corporate documents and
documents relating to the business of Maiden BDA, and cause Maiden BDA’s
officers, directors, employees and independent accountants to supply all
information reasonably requested by any such seller, attorney, accountant or
agent in connection with such Registration Statement, provided that it shall be
a condition to such inspection and receipt of such information that the
inspecting person (A) enter into a confidentiality agreement in form and
substance reasonably satisfactory to Maiden BDA and (B) agree to minimize the
disruption to Maiden BDA’s business in connection with the
foregoing;

     

    (xii)          otherwise
use its commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission and any applicable national securities
exchange;

     

    (xiii)         timely
provide to its security holders earning statements satisfying the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder;

     

    (xiv)         use
commercially reasonable efforts to avoid the issuance of, and in the event of
the issuance of any stop order suspending the effectiveness of a Registration
Statement, or of any order suspending or preventing the use of any related
prospectus or ceasing trading of any securities included in such Registration
Statement for sale in any jurisdiction, use commercially reasonable efforts to
promptly obtain the withdrawal of such order;

     

    (xv)          obtain
any required regulatory or shareholder approval necessary for the Purchaser or
any transferee to sell its Registrable Securities in an offering;
and

     

    (xvi)         as
a condition to registering Registrable Securities, Maiden BDA may require each
Purchaser and transferee holding Registrable Securities as to which any
registration is being effected to furnish Maiden BDA with such information
regarding such person and pertinent to the disclosure requirements relating to
the registration and the distribution of such securities as Maiden BDA may from
time to time reasonably request in writing.

     

    
      
         


      

      
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    (c)           Registration
Expenses.  Except as otherwise provided in this Agreement, all
expenses incidental to Maiden BDA’s performance of or compliance with this
Agreement, including all registration and filing fees, fees and expenses of
compliance with securities (including insurance securities) or blue sky laws,
word processing, duplicating and printing expenses, messenger, telephone and
delivery expenses, expenses incurred in connection with any road show, and fees
and disbursements of counsel for Maiden BDA and all independent certified public
accountants and other persons retained by Maiden BDA, as well as reasonable fees
and out-of-pocket expenses of one counsel (“Holders’ Counsel”) selected by
Purchasers holding the majority of the Registrable Securities, who shall be
reasonably acceptable to a majority of the holders of Registrable Securities
that are not Founders; provided that, if such counsel shall not have been
selected by a majority of the holders of Registrable Securities, a majority of
the holders of Registrable Securities that are not Founders may select a counsel
to be Holders’ Counsel that is experienced in public offerings, it being
acknowledged that Sidley Austin LLP is so experienced (all such expenses,
“Registration Expenses”), will be borne by Maiden BDA. Maiden BDA will, in any
event, pay its internal expenses (including all salaries and expenses of its
officers and employees performing legal or accounting duties), the expenses of
any annual audit or quarterly review, the expenses of any liability insurance
and the expenses and fees for listing the securities to be registered on each
securities exchange on which similar securities issued by Maiden BDA are then
listed or on the New York Stock Exchange or the Nasdaq Global Select Market. The
holders of the securities so registered shall pay all underwriting discounts,
selling commissions and transfer taxes applicable to the sale of Registrable
Securities hereunder.

     

    (d)           Suspension of
Use.  In addition to and without limiting the provisions of
Section 4.9, each person that is participating in any registration hereunder
agrees that, upon receipt of any notice from Maiden BDA of the happening of any
event of the kind described in Section 4.6(b)(v) and (b)(vi), such person will
forthwith discontinue the disposition of its Registrable Securities pursuant to
the Registration Statement until such person receives copies of a supplemented
or amended prospectus as contemplated by such Section 4.6(b)(v), (b)(vi) and
(b)(vii).

     

    4.7          Form D; Blue Sky
Filings.  The Issuers agree to timely file a Form D with
respect to the Investment Units as required under Regulation D and to
provide a copy thereof, promptly upon request of any Purchaser.  The
Issuers shall take such action as the Issuers shall reasonably determine is
necessary in order to obtain an exemption for, or to qualify the Investment
Units for, sale to the Purchasers at the applicable Closing under applicable
securities (including insurance securities) or “Blue Sky” laws of the states of
the United States, and shall provide evidence of such actions promptly upon
request of any Purchaser.  Each Purchaser shall take all commercially
reasonable actions that are reasonably requested by the Issuers related to, or
to effectuate, the filing of a Form D or any filing required pursuant to
the “Blue Sky” laws of the states of the United States which, for purposes of
clarity, shall not include the payment of any fees by such
Purchaser.

     

    4.8          Rule
144A.  For so long as the Capital Securities are not eligible
for resale without restriction under Rule 144 under the Securities Act, Maiden
BDA, Maiden NA and the Trust will, during any period in which such information
is not available through the periodic filings of Maiden BDA with the Commission,
upon written request of a Purchaser provide to such Purchaser and to each
prospective purchaser (as designated by such Purchaser), any information
required to be provided by Rule 144A(d)(4) under the Securities
Act.

     

    
      
         


      

      
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    4.9         Black-Out
Period.

     

    (a)           Subject
to the provisions of this Section 4.9 and a good faith determination by a
majority of the independent members of the Board of Directors of Maiden BDA that
it is in the best interests of Maiden BDA to suspend the use of the Registration
Statement contemplated by Section 4.6, following the effectiveness of the
Registration Statement (and the filings with any international, federal or state
securities commissions), Maiden BDA, by written notice to the Placement Agent
and the Purchasers, may direct the Purchasers to suspend sales of the
Registrable Securities pursuant to the Registration Statement for such times as
Maiden BDA reasonably may determine is necessary and advisable (but in no event
for more than an aggregate of ninety (90) days in any rolling twelve (12)-month
period commencing or more than sixty (60) days in any rolling 90-day period), if
any of the following events shall occur: (i) the representative of the
underwriters of an underwritten offering of Common Shares by Maiden BDA has
advised Maiden BDA that the sale of Registrable Securities pursuant to the
Registration Statement would have a material adverse effect on Maiden BDA’s
primary offering; (ii) the majority of the independent members of the Board of
Directors of Maiden BDA shall have determined in good faith that (A) the offer
or sale of any Registrable Securities would materially impede, delay or
interfere with any proposed financing, offer or sale of securities, acquisition,
corporate reorganization or other significant transaction involving Maiden BDA,
(B) after the advice of counsel, the sale of Registrable Securities pursuant to
the Registration Statement would require disclosure of non-public material
information not otherwise required to be disclosed under applicable law, and (C)
(x) Maiden BDA has a bona fide business purpose for preserving the
confidentiality of such transaction, (y) disclosure would have a material
adverse effect on Maiden BDA or Maiden BDA’s ability to consummate such
transaction, or (z) the proposed transaction renders Maiden BDA unable to comply
with Commission requirements, in each case under circumstances that would make
it impractical or inadvisable to cause the Registration Statement (or such
filings) to become effective or to promptly amend or supplement the Registration
Statement on a post-effective basis, as applicable; or (iii) the majority of the
independent members of the Board of Directors of Maiden BDA shall have
determined in good faith, after the advice of counsel, that it is required by
law, rule or regulation or that it is in the best interests of Maiden BDA to
supplement the Registration Statement or file a post-effective amendment to the
Registration Statement in order to incorporate information into the Registration
Statement for the purpose of (1) including in the Registration Statement any
prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting
in the prospectus included in the Registration Statement any facts or events
arising after the effective date of the Registration Statement (or of the
most-recent post-effective amendment) that, individually or in the aggregate,
represents a fundamental change in the information set forth therein; or (3)
including in the prospectus included in the Registration Statement any material
information with respect to the plan of distribution not disclosed in the
Registration Statement or any material change to such information. Upon the
occurrence of any such suspension, Maiden BDA shall use all reasonable efforts
to cause the Registration Statement to become effective or to promptly amend or
supplement the Registration Statement on a post-effective basis or to take such
action as is necessary to make resumed use of the Registration Statement
compatible with Maiden BDA’s best interests, as applicable, so as to permit the
Purchaser’s to resume sales of the Registrable Securities as soon as
possible.

     

    
      
         


      

      
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    (b)           In
the case of an event that causes Maiden BDA to suspend the use of the
Registration Statement (a “Suspension Event”), Maiden BDA shall give written
notice (a “Suspension Notice”) to the Placement Agent and the Purchasers to
suspend sales of the Registrable Securities and such notice shall state
generally the basis for the notice and that such suspension shall continue only
for so long as the Suspension Event or its effect is continuing and Maiden BDA
is using all reasonable efforts and taking all reasonable steps to terminate
suspension of the use of the Registration Statement as promptly as possible. The
Purchasers shall not effect any sales of the Registrable Securities pursuant to
the Registration Statement (or such filings) at any time after it has received a
Suspension Notice from Maiden BDA and prior to receipt of an End of Suspension
Notice (as defined below). If so directed by Maiden BDA, each Purchaser will
deliver to Maiden BDA (at the expense of Maiden BDA) all copies other than
permanent file copies then in such Purchaser’s possession of the prospectus
covering the Registrable Securities at the time of receipt of the Suspension
Notice. The Purchasers may recommence effecting sales of the Registrable
Securities pursuant to the Registration Statement (or such filings) following
further notice to such effect (an “End of Suspension Notice”) from Maiden BDA,
which End of Suspension Notice shall be given by Maiden BDA to the Purchasers
and the Placement Agent in the manner described above promptly following the
conclusion of any Suspension Event and its effect.

     

    (c)           Notwithstanding
any provision herein to the contrary, if Maiden BDA shall give a Suspension
Notice pursuant to this Section 4.9, Maiden BDA agrees that it shall extend the
period of time during which the Registration Statement shall be maintained
effective pursuant to this Agreement by the number of days during the period
from the date of receipt by the Purchaser of the Suspension Notice to and
including the date of receipt by the Purchasers of the End of Suspension Notice
and copies of the supplemented or amended prospectus necessary to resume
sales.

     

    ARTICLE
V.

     

    MISCELLANEOUS

     

    5.1          Termination.

     

    (a)           This
Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations
hereunder only and without any effect whatsoever on the obligations between
Maiden BDA and the other Purchasers, by written notice to the other parties, if
the Closing with respect to the Investment Units to be purchased by such
Purchaser has not occurred on or before January 23, 2009; provided, however, that the
right to terminate this Agreement under this Section 5.1 shall not be available
to any Person whose failure to comply with its obligations under this Agreement
has been the cause of or resulted in the failure of the Closing to occur on or
before such time.  Nothing in this Section 5.1 shall affect the right
of any party to sue for any breach by the other party (or parties).

     

    
      
         


      

      
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    (b)           Sections
5.2, 5.3, 5.6, 5.8 and 5.9 shall survive any termination hereof pursuant to this
Section 5.1.

     

    5.2          Fees and
Expenses.  Except as set forth in this Section 5.2, each party
shall pay the fees and expenses of its advisers, counsel, accountants and other
experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this
Agreement.

     

    5.3          Entire
Agreement.  The Transaction Documents, together with the
exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and thereof and supersede all prior
agreements and understandings, oral or written, with respect to such matters,
which the parties acknowledge have been merged into such documents, exhibits and
schedules.

     

    5.4          Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of (a) the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile number set forth on
the signature pages attached hereto prior to 5:30 p.m. (New York City time) on a
Trading Day, (b) the next Trading Day after the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
set forth on the signature pages attached hereto on a day that is not a Trading
Day or later than 5:30 p.m. (New York City time) on any Trading Day,
(c) the second Trading Day following the date of mailing, if sent by U.S.
nationally recognized overnight courier service, or (d) upon actual receipt
by the party to whom such notice is required to be given.  The address
for such notices and communications shall be as set forth on the signature pages
attached hereto.

     

    5.5          Amendments;
Waivers.  No provision of this Agreement may be waived or
amended except in a written instrument signed, in the case of an amendment, by
Maiden BDA and Purchasers holding at least a majority of the Capital Securities
then held by the Purchasers or, in the case of a waiver, by the party against
whom enforcement of any such waived provision is sought; provided that (i) any
amendment of any of Sections 2.2, 2.3, 3.1, 3.2, 4.1, 4.2, 4.3, 4.4, 4.5, 5.1,
this Section 5.5 or the amount payable by any Purchaser for its Shares can only
be effected by a written instrument signed by Maiden BDA and each Purchaser,
(ii) no amendment to this Agreement that treats any Purchaser disparately
by its terms (as opposed to its effect) from the other Purchasers may be
effected without the consent of the disparately affected Purchaser, and (iii)
any amendment to Section 4.6, 4.7, 4.8 or 4.9 can only be effected if it is
approved by holders of a majority of the Common Shares issued pursuant hereto
and a majority of the holders of such Common Shares that are not
Founders.  No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any
other provision, condition or requirement hereof, nor shall any delay or
omission of any party to exercise any right hereunder in any manner impair the
exercise of any such right.

     

    5.6          Headings.  The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof.

     

    
      
         


      

      
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    5.7          Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns.  No
Issuer may assign this Agreement or any rights or obligations hereunder without
the prior written consent of the Purchasers holding a majority of the Capital
Securities.  Any Purchaser may assign any or all of its rights under
this Agreement to any Person to whom such Purchaser assigns or transfers any
Capital Securities or Common Shares, provided such transferee agrees in writing
to be bound, with respect to the transferred Capital Securities or Common Shares
and in all other respects bound to the terms of this Agreement, by the
provisions of the Transaction Documents that apply to the
“Purchasers.”

     

    5.8          No Third-Party
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is
not for the benefit of, nor may any provision hereof be enforced by, any other
Person, except (i) as otherwise set forth in Section 4.5 and (ii) the Placement
Agent is an intended third party beneficiary of Article III and Sections 4.5,
4.6 and 4.7.

     

    5.9          Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of the Transaction Documents shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New York, without regard to the principles of conflicts of law
thereof.  Each party agrees that all legal Proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective affiliates, directors, officers, shareholders,
employees or agents) shall be commenced exclusively in the state and federal
courts sitting in the City of New York.  Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
the City of New York, borough of Manhattan for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein (including with respect to the enforcement of any of the
Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any suit, action or Proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such suit, action or Proceeding is
improper or is an inconvenient venue for such Proceeding.  Each party
hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or Proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall
be deemed to limit in any way any right to serve process in any other manner
permitted by law.  The parties hereby waive all rights to a trial by
jury.  If any party shall commence an action or proceeding to enforce
any provisions of the Transaction Documents, then the substantially prevailing
party in such action or Proceeding shall be reimbursed by the other party for
its reasonable attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or
proceeding.

     

    5.10          Survival.  The
representations and warranties contained herein shall survive the Closing Date
and the delivery of the Investment Units until the two-year anniversary of the
Closing Date.  Notwithstanding the preceding sentence, any breach of
representation or warranty in respect of which indemnity may be sought under
this Agreement shall survive the time at which it would otherwise terminate
pursuant to the preceding sentence if notice of the inaccuracy or breach thereof
shall have been given in writing to the party against whom indemnity may be
sought prior to such time.

     

    
      
         


      

      
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    5.11          Execution.  This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart.  In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.

     

    5.12          Severability.  If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their commercially
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.

     

    5.13          Rescission and Withdrawal
Right.  Notwithstanding anything to the contrary contained in
(and without limiting any similar provisions of) any of the other Transaction
Documents, whenever any Purchaser exercises a right, election, demand or option
under a Transaction Document and any of Maiden BDA, Maiden NA and the Trust does
not timely perform its related obligations within the periods therein provided,
then such Purchaser may rescind or withdraw, in its sole discretion from time to
time upon written notice to any of Maiden BDA, Maiden NA and the Trust, any
relevant notice, demand or election in whole or in part without prejudice to its
future actions and rights.

     

    5.14          Replacement of Common
Shares.  If any certificate or instrument evidencing any Common
Shares is mutilated, lost, stolen or destroyed, Maiden BDA shall issue or cause
to be issued in exchange and substitution for and upon cancellation thereof (in
the case of mutilation), or in lieu of and substitution therefor, a new
certificate or instrument, but only upon receipt of evidence reasonably
satisfactory to Maiden BDA of such loss, theft or destruction.  The
applicant for a new certificate or instrument under such circumstances shall
also pay any reasonable third-party costs (including customary indemnity)
associated with the issuance of such replacement Common Shares.

     

    5.15          Remedies.  In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, each of the parties hereto will be entitled
to specific performance under the Transaction Documents.  The parties
agree that monetary damages may not be adequate compensation for any loss
incurred by reason of any breach of obligations contained in the Transaction
Documents and hereby agrees to waive and not to assert in any action for
specific performance of any such obligation the defense that a remedy at law
would be adequate.

     

    
      
         


      

      
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    5.16          Independent Nature of
Purchasers’ Obligations and Rights.  The obligations of each
Purchaser under any Transaction Document are several and not joint with the
obligations of any other Purchaser, and no Purchaser shall be responsible in any
way for the performance or non-performance of the obligations of any other
Purchaser under any Transaction Document or any breach of any representation or
warranty of any other Purchaser under any Transaction
Document.  Nothing contained herein or in any other Transaction
Document, and no action taken by any Purchaser pursuant thereto, shall be deemed
to constitute the Purchasers as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that the Purchasers are in
any way acting in concert or as a group with respect to such obligations or the
transactions contemplated by the Transaction Documents.  Each
Purchaser shall be entitled to independently protect and enforce its rights,
including without limitation, the rights arising out of this Agreement or out of
the other Transaction Documents, and it shall not be necessary for any other
Purchaser to be joined as an additional party in any proceeding for such
purpose.  Each Purchaser has been represented by its own separate
legal counsel in their review and negotiation of the Transaction
Documents.

     

    5.17          Construction.  The
parties agree that each of them and/or their respective counsel has reviewed and
had an opportunity to revise the Transaction Documents and, therefore, the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of the Transaction Documents or any amendments hereto.

     

    (Signature
Pages Follow)

     

    
      
         


      

      
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                                                                SIGNATURE PAGE

                                                              	 
      	
                                                                Date
      Signed:  January ____, 2009

                                                              
	 
      	 
      	 
      
	
                                                                PURCHASER:

                                                              	 
      	 
      
	 
      	 
      	 
      
	
                                                                 

                                                              	 
      	
                                                                 

                                                              
	 	 	 
	 
      	 
      	 
      
	
                                                                By

                                                              	 
      	 
      
	
                                                                Signature

                                                              	 
      	
                                                                Second
      Signature (if purchasing jointly)

                                                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                                Printed
      Name and Title, if applicable

                                                              	 
      	
                                                                Printed
      Second Name and Title, if applicable

                                                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                                Entity
      Name

                                                              	 
      	
                                                                Entity
      Name

                                                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                                Address

                                                              	 
      	
                                                                Address

                                                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                                City,
      State and Zip Code

                                                              	 
      	
                                                                City,
      State and Zip Code

                                                              
	 
      	 
      	 
      
	
                                                                Physical
      Delivery Address for Certificates

                                                              	 
      	
                                                                Physical
      Delivery Address for Certificates

                                                              
	
                                                                (if
      different than above address)

                                                              	 
      	
                                                                (if
      different than above address)

                                                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                                City,
      State and Zip Code

                                                              	 
      	
                                                                City,
      State and Zip Code

                                                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                                Telephone-Business

                                                              	 
      	
                                                                Telephone—Business

                                                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                                Facsimile-Business

                                                              	 
      	
                                                                Facsimile—Business

                                                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                                Email
      Address

                                                              	 
      	
                                                                Email
      Address

                                                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                                Tax
      ID # or Social Security #

                                                              	 
      	
                                                                Tax
      ID # or Social Security
#

                                                              


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Name in
which Investment Units should be
issued: _______________________________________

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      
        
          	
                    

                


        

      

       

    

    This
Securities Purchase Agreement is agreed to and accepted as of January 14,
2009.

    


    
      
        
          	 
      	
                  MAIDEN
      HOLDINGS, LTD

                
	 
      	 
      
	 
      	
                  By:

                	
                    /s/  Michael
      Tait

                
	 
      	
                  Name:  Michael
      Tait

                
	 
      	
                  Title:  Chief
      Financial Officer

                
	 
      	 
      
	 
      	
                  MAIDEN
      HOLDINGS NORTH AMERICA, LTD.

                
	 
      	 
      
	 
      	
                  By:

                	
                    /s/  Arturo M.
      Raschbaum

                
	 
      	
                  Name:  Arturo
      M. Raschbaum

                
	 
      	
                  Title:  Chief
      Executive Officer

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                MAIDEN
      CAPITAL FINANCING TRUST

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                     /s/  Arturo M.
      Raschbaum

              
	 
      	 
      	
                    
      Arturo M. Raschbaum

              
	 
      	 
      	
                     
      Administrator