**Exhibit 10.51**

 

SHARE PURCHASE AGREEMENT (this “Agreement”)dated as of February [26], 2010, among WLR RECOVERY FUND II L.P., aDelaware limited partnership (“Fund II”), WLR RECOVERY FUND III L.P., aDelaware limited partnership (“Fund III” and, together with Fund II, the“Funds”), WILBUR L. ROSS, JR., an individual (“Mr. Ross” and,together with the Funds, the “Selling Stockholders”), and MONTPELIER REHOLDINGS LTD., a Bermuda corporation (the “Company”).

 

WHEREAS the Company desires to purchase fromFund II, and Fund II desires to sell to the Company, 655,172 shares of commonstock, par value U.S. 1/6 cent per share (the “Fund II Shares”), of theCompany; and

 

WHEREAS the Company desires to purchase fromFund III, and Fund III desires to sell to the Company, 6,241,380 shares ofcommon stock, par value U.S. 1/6 cent per share (the “Fund III Shares”and, together with the Fund II Shares, the “Fund Shares”), of theCompany; and

 

WHEREAS the Company desires to purchase from Mr. Ross,and Mr. Ross desires to sell to the Company, 1,250 shares of common stock,par value U.S. 1/6 cent per share (the “Ross Shares” and, together withthe Fund Shares, the “Shares”), of the Company;

 

NOW, THEREFORE, the Selling Stockholders andthe Company hereby agree as follows:

 

ARTICLE I

 

Purchase and Sale of Shares; Effective Time

 

SECTION 1.01.  Purchase and Sale of Shares.  Upon the terms and subject to the conditionsof this Agreement, each Selling Stockholder shall sell, transfer and deliver orcause to be sold, transferred and delivered to the Company, and the Companyshall purchase from each Selling Stockholder, the Shares of such SellingStockholder at a price equal to $19.00 per share (the “Per Share PurchasePrice”), which shall result in an aggregate purchase price of $12,448,268,$118,586,220 and $23,750 for the Fund II Shares, the Fund III Shares and theRoss Shares, respectively (each, the “Respective Aggregate Purchase Price”).  The total aggregate payment by the Companyshall be $131,058,238, payable as set forth below in Section 1.04(c).

 

SECTION 1.02.  Termination of Registration Rights.  The Registration Rights Agreement dated as ofMay 25, 2006, among the Company and the Funds (the “Registration RightsAgreement”) is hereby terminated in its entirety and shall be of no furtherforce and effect.

 

SECTION 1.03.  Effective Time.  The purchase and sale of the Shares shall occursimultaneously with the execution of this Agreement by all parties hereto, on 

 

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the date hereof at or around 9:00 a.m.(Eastern time) (the “Effective Time”). The date on which the Effective Time occurs is referred to in thisAgreement as the “Effective Date.”

 

SECTION 1.04.  Transactions to Occur at the EffectiveTime.  At the Effective Time:

 

(a) Each Fund (i) shall deliver orcause to be delivered to the Company certificates representing the Shares ofsuch Fund, duly endorsed in blank or accompanied by stock powers duly endorsedin blank, in proper form for transfer, with appropriate transfer stamps, ifany, affixed and (ii) shall duly sign and execute the Secretary’sCertificate, attached hereto as Exhibit A.

 

(b) Mr. Ross shall duly sign andexecute (i) the Wilbur Ross Statement, attached hereto as Exhibit B,and (ii) the Resignation Letter, attached hereto as Exhibit C.

 

(c) The Company shall deliver to eachSelling Stockholder, by wire transfer to a bank account designated in writingby each of the Selling Stockholders (such designations to be made at least onebusiness day prior to the closing date), immediately available funds in anamount equal to the Respective Aggregate Purchase Price for the Shares of suchSelling Stockholder.

 

ARTICLE II

 

Representations and Warranties Relating to Each Fund and the FundShares

 

Each Fund hereby represents and warrants tothe Company as follows:

 

SECTION 2.01.  Organization, Standing and Power.  Such Fund is a limited partnership dulyorganized, validly existing and in good standing under the laws of the State ofDelaware.

 

SECTION 2.02.  Authority; Execution and Delivery;Enforceability.  Such Fund has fullpower and authority to execute this Agreement, to perform its obligationshereunder and to consummate the transactions contemplated hereby.  All limited partnership acts and otherproceedings required to be taken by such Fund to authorize the execution,delivery and performance of this Agreement and the consummation of the transactionscontemplated hereby have been duly and properly taken.  This Agreement has been duly executed anddelivered by such Fund and constitutes a legal, valid and binding obligation ofsuch Fund, enforceable against such Fund in accordance with its terms.

 

SECTION 2.03.  No Conflicts; Consents.  The execution and delivery by such Fund ofthis Agreement do not and the consummation of the transactions contemplatedhereby and compliance with the terms hereof will not, conflict with, or resultin any violation of or default (with or without notice or lapse of time, orboth) under, any provision of (i) the limited partnership agreement orother governing documents of such Fund, (ii) any contract, commitment,agreement or arrangement to which such Fund is a party or by which any of the FundShares are bound or (ii) any 

 

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judgment, order or decree, or statute, law,ordinance, rule or regulation applicable to such Fund or the Fund Shares.  No consent, approval, license, permit, orderor authorization of, or registration, declaration or filing with, any governmentalentity is required to be obtained or made by or with respect to such Fund inconnection with the execution, delivery and performance of this Agreement orthe consummation of the transactions contemplated hereby.

 

SECTION 2.04.  Title; Certificates Suitable for Transfer.  Such Fund has good and valid title to the FundShares to be sold by it pursuant to this Agreement, free and clear of anyliens, claims, encumbrances, security interests, options, charges andrestrictions of any kind.  Upon deliveryto the Company at the Effective Time of certificates representing such FundShares, duly endorsed by such Fund for transfer to the Company, and upon such Fund’sreceipt of the Respective Aggregate Purchase Price, good and valid title to suchFund Shares will pass to the Company, free and clear of any liens, claims,encumbrances, security interests, options, charges and restrictions of anykind, other than those arising from acts of the Company or its affiliates.  Other than this Agreement and theRegistration Rights Agreement, such Fund Shares are not subject to any votingtrust agreement or other contract, agreement, arrangement, commitment orunderstanding, including any such agreement, arrangement, commitment orunderstanding restricting or otherwise relating to the voting, dividend rightsor disposition of the Fund Shares.

 

ARTICLE III

 

Representations and Warranties Relating to Mr. Ross and the RossShares

 

Mr. Ross hereby represents and warrantsto the Company as follows:

 

SECTION 3.01.  Authority; Execution and Delivery;Enforceability.  Mr. Ross has the requisite capacity toenter into this Agreement, to perform his obligations hereunder and toconsummate the transactions contemplated hereby.  This Agreement has been duly executed anddelivered by Mr. Ross and constitutes a legal, valid and bindingobligation of Mr. Ross, enforceable against Mr. Ross in accordancewith its terms.

 

SECTION 3.02.  No Conflicts; Consents.  The execution and delivery of this Agreementby Mr. Ross do not, and the consummation of the transactions contemplatedhereby and compliance with the terms hereof will not, conflict with, or resultin any violation of or default (with or without notice or lapse of time, orboth) under, any provision of (i) any contract, commitment, agreement orarrangement to which Mr. Ross is a party or by which any of the Ross Sharesare bound or (ii) any judgment, order or decree, or statute, law,ordinance, rule or regulation applicable to Mr. Ross or the RossShares.  No consent, approval, license,permit, order or authorization of, or registration, declaration or filing with,any governmental entity is required to be obtained or made by or with respectto Mr. Ross in connection with the execution, delivery and performance ofthis Agreement or the consummation of the transactions contemplated hereby.

 

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## SECTION 3.03.  Title; Certificates Suitable for Transfer.  Mr. Ross has good and valid title to theRoss Shares, free and clear of any liens, claims, encumbrances, securityinterests, options, charges and restrictions of any kind.  Upon delivery to the Company at the EffectiveTime of certificates representing the Ross Shares, and upon the receipt of theRespective Aggregate Purchase Price by Mr. Ross, good and valid title to theRoss Shares will pass to the Company, free and clear of any liens, claims,encumbrances, security interests, options, charges and restrictions of anykind, other than those arising from acts of the Company or its affiliates.  Other than this Agreement and theRegistration Rights Agreement, the Ross Shares are not subject to any votingtrust agreement or other contract, agreement, arrangement, commitment orunderstanding, including any such agreement, arrangement, commitment orunderstanding restricting or otherwise relating to the voting, dividend rightsor disposition of the Ross Shares.

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ARTICLE IV

 

Representations and Warranties of Each Selling Stockholder

 

Each Selling Stockholder hereby representsand warrants to the Company as follows:

 

SECTION 4.01.  Investment Decision; No Reliance.  Such Selling Stockholder has received, hashad ample opportunity to review and has reviewed a copy of this Agreement andsuch other documents and information as it or he has deemed appropriate to makeits or his own analysis and decision to enter into this Agreement.  Such Selling Stockholder has independently,and without reliance upon the Company, made the decision to sell the Sharespursuant to the terms hereof.  It ishereby expressly understood and agreed by such Selling Stockholder that none ofthe Company or any of its affiliates makes any representation or warrantywhatsoever with respect to the business, condition (financial or otherwise),properties, prospects, status or affairs of the Company or its affiliates, orwith respect to the value of any of the shares being sold hereunder.  The Company is relying on this representationin entering into this Agreement and would not do so in the absence of thisrepresentation.

 

## SECTION 4.02.  Brokers or Finders.  EachSelling Stockholder represents, as to itself and its affiliates, that no agent,broker, investment banker or other firm or person is or will be entitled to anybroker’s or finder’s fee or any other commission or similar fee in connectionwith any of the transactions contemplated by this Agreement.

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ARTICLE V

 

Representations and Warranties of the Company

 

The Company hereby represents and warrants tothe Selling Stockholders as follows:

 

SECTION 5.01.  Organization and Standing; Books andRecords.  The Company is acorporation duly organized, validly existing and in good standing under thelaws of Bermuda.

 

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SECTION 5.02.  Authority.  The Company has all requisite corporate powerand authority to enter into this Agreement, to perform its obligationshereunder and to consummate the transactions contemplated hereby.  All corporate acts and other proceedingsrequired to be taken by the Company to authorize the execution, delivery andperformance of this Agreement and the consummation of the transactionscontemplated hereby have been duly and properly taken.  This Agreement has been duly executed anddelivered by the Company and constitutes a legal, valid and binding obligationof the Company, enforceable against the Company in accordance with its terms.

 

SECTION 5.03.  No Conflicts; Consents.  The execution and delivery of this Agreementdo not, and the consummation of the transactions contemplated hereby andcompliance with the terms hereof shall not, conflict with, or result in anyviolation of or default (with or without notice or lapse of time, or both)under, any provision of (i) the Certificate of Incorporation or By-laws ofthe Company or the comparable governing instruments of any subsidiary of theCompany, (ii) any note, bond, mortgage, indenture, deed of trust, license,lease, contract, commitment, agreement or arrangement to which the Company orany subsidiary of the Company is a party or by which any of their respectiveproperties or assets are bound, or (iii) any judgment, order, or decree,or statute, law, ordinance, rule or regulation applicable to the Companyor any subsidiary of the Company or their respective properties or assets.  No consent, approval, license, permit, orderor authorization of, or registration, declaration or filing with, any governmentalentity is required to be obtained or made by or with respect to the Company orany of its subsidiaries or their respective affiliates in connection with theexecution, delivery and performance of this Agreement or the consummation ofthe transactions contemplated hereby.

 

ARTICLE VI

 

Covenants

 

SECTION 6.01.  Further Assurances.  From time to time, as and when requested byeither party hereto, the other party shall execute and deliver, or cause to beexecuted and delivered, all such documents and instruments and shall take, orcause to be taken, all such further or other actions, as such other party mayreasonably deem necessary or desirable to consummate the transactionscontemplated by this Agreement.

 

SECTION 6.02.  Expenses.  Whether or not the transactions contemplatedhereby are consummated, and except as otherwise specifically provided in thisAgreement, all costs and expenses incurred in connection with this Agreementand the transactions contemplated hereby shall be paid by the party incurringsuch costs or expenses.

 

ARTICLE VII

 

General Provisions

 

SECTION 7.01.  Assignment.  This Agreement and the rights and obligationshereunder shall not be assignable or transferable by the Company or the 

 

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Selling Stockholders without the prior writtenconsent of the other parties hereto.  Anyattempted assignment in violation of this Section 7.01 shall be void.

 

SECTION 7.02.  No Third-Party Beneficiaries.  This Agreement is for the sole benefit of theparties hereto and their permitted assigns and nothing herein expressed orimplied shall give or be construed to give to any person, other than theparties hereto and such assigns, any legal or equitable rights hereunder.

 

SECTION 7.03.  Amendments.  No amendment, modification or waiver inrespect of this Agreement shall be effective unless it shall be in writing andsigned by all parties hereto.

 

SECTION 7.04.  Interpretation.  The headings contained in this Agreement arefor reference purposes only and shall not affect in any way the meaning orinterpretation of this Agreement.

 

SECTION 7.05.  Counterparts.  This Agreement may be executed in one or morecounterparts, all of which shall be considered one and the same agreement, andshall become effective when one or more such counterparts have been signed byeach of the parties and delivered to the other party.

 

SECTION 7.06.  Entire Agreement.  This Agreement contains the entire agreementand understanding between the parties hereto with respect to the subject matterhereof and supersedes all prior agreements and understandings relating to suchsubject matter.  No party shall be liableor bound to any other party in any manner by any representations, warranties orcovenants relating to such subject matter except as specifically set forthherein.

 

SECTION 7.07.  Severability.  If any provision of this Agreement (or anyportion thereof) or the application of any such provision (or any portionthereof) to any person or circumstance shall be held invalid, illegal orunenforceable in any respect by a court of competent jurisdiction, suchinvalidity, illegality or unenforceability shall not affect any other provisionhereof (or the remaining portion thereof) or the application of such provisionto any other persons or circumstances.

 

SECTION 7.08.  Consent to Jurisdiction.  The Company and the Selling Stockholdersirrevocably submit to the exclusive jurisdiction of (a) the Supreme Courtof the State of New York, New York County, and (b) the United StatesDistrict Court for the Southern District of New York, for the purposes of anysuit, action or other proceeding arising out of this Agreement or anytransaction contemplated hereby.  TheCompany and the Selling Stockholders agree to commence any action, suit orproceeding relating hereto either in the United States District Court for theSouthern District of New York or if such suit, action or other proceeding maynot be brought in such court for jurisdictional reasons, in the Supreme Courtof the State of New York, New York County. The Company and the Selling Stockholders further agree that service ofany process, summons, notice or document by U.S. registered mail to such party’srespective address set forth above shall be effective service of process forany action, suit or proceeding in 

 

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New York with respect to any matters to whichit has submitted to jurisdiction in this Section 7.09.  The Company and the Selling Stockholdersirrevocably and unconditionally waive any objection to the laying of venue ofany action, suit or proceeding arising out of this Agreement or thetransactions contemplated hereby in (i) the Supreme Court of the State ofNew York, New York County, or (ii) the United States District Court forthe Southern District of New York, and hereby further irrevocably andunconditionally waive and agree not to plead or claim in any such court thatany such action, suit or proceeding brought in any such court has been broughtin an inconvenient forum.

 

SECTION 7.09.  Governing Law.  This Agreement shall be governed by andconstrued in accordance with the internal laws of the State of New Yorkapplicable to agreements made and to be performed entirely within such State,without regard to the conflicts of law principles of such State.

 

SECTION 7.10.  Waiver of Jury Trial. ** **EACHPARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATIONDIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THISAGREEMENT.  EACH PARTY HERETO (A) CERTIFIESTHAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANYLITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THATIT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENTBY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 7.11.

 

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INWITNESS WHEREOF, the parties have caused this Agreement to be duly executed asof the date first written above.

 

 
|   |                          |   |                      |
|--------|-------------------------------|--------|---------------------------|
|   |                          |   | Wilbur  L. Ross, Jr. |
|   |                          |   |
|   |                          |   |
|   | WLR  RECOVERY FUND II L.P.,   |
|   |                          |   |
|   |                          | by:    |                      |
|   |                          |   |
|   |                          | Name:  |
|   |                          | Title: |
|   |                          |   |
|   |                          |   |
|   | WLR  RECOVERY FUND III L.P.,  |
|   |                          |   |
|   |                          | by:    |                      |
|   |                          |   |
|   |                          | Name:  |
|   |                          | Title: |
|   |                          |   |
|   |                          |   |
|   | MONTPELIER  RE HOLDINGS LTD., |
|   |                          |   |
|   |                          | by:    |                      |
|   |                          |   |
|   |                          | Name:  |
|   |                          | Title: |
|        |                               |        |                           |  |

 

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