Common use of Share Subscriptions Clause in Contracts

Share Subscriptions. (a) Subject to the prior approval of the Bermuda Monetary Authority, each Shareholder (i) subscribes for (A) the number of Class A Common Shares, par value U.S. $0.01 each of the Company (the “Class A Common Shares”) set forth opposite such Shareholder’s name in Exhibit 1 hereto, and (B) the number of Series A Redeemable Preferred Shares, par value U.S. $0.01 each of the Company (the “Series A Preference Shares”, and together with the Class A Common Shares, the “Securities” or “Shares”), at a purchase price for the Class A Common Shares of U.S. $1.00 per share and for the Series A Preference Shares of U.S. $1,000 per share (together, “Cost”), and (ii) tenders cash in consideration of the issuance of such Class A Common Shares and Series A Preference Shares. Each of the Shareholders, in order to facilitate the transactions contemplated by this Agreement, authorizes and appoints the Company or any of its representatives to direct the transfer of the subscription consideration from any account into which such amounts may be paid into for the benefit of such Shareholder to any account established for the benefit of the Company or any of its subsidiaries. The Shareholder’s investment described hereby shall be the only investment in the Company required of the Shareholders under this Agreement and no Shareholder shall, by virtue of such investment, be subject to (i) any further obligation to contribute additional capital to the Company or (ii) any liabilities of the Company that arise in the ordinary course of business. (b) Each Shareholder agrees to tender by wire or check for consideration of the purchase price of the Securities on the date hereof, provided that immediately upon tender of the consideration for the Securities described in Section 1(a), the Company will issue the Securities. (c) Each Shareholder acknowledges to the Company and the other Shareholders that such Shareholder understands and agrees, as follows: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SECURITIES ARE VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE SECURITIES NOR IS ANY LIKELY TO DEVELOP. THE COMPANY AND ITS SUBSIDIARIES HAVE BORROWED A SUBSTANTIAL PORTION OF THE FUNDS USED TO OPERATE ITS BUSINESS. EACH SHAREHOLDER ACKNOWLEDGES THAT SUCH SHAREHOLDER MAY AND CAN AFFORD TO LOSE SUCH SHAREHOLDER’S ENTIRE INVESTMENT AND THAT SUCH SHAREHOLDER UNDERSTANDS SUCH SHAREHOLDER MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY.

Share Subscriptions. (a) Subject to the prior approval of the Bermuda Monetary Authority, each Each Shareholder (i) subscribes for (A) the number of Class A shares of Common SharesStock, par value U.S. $0.01 each 0.001 per share of the Company (the “Class A "Common Shares”Stock") set forth opposite such Shareholder’s 's name in Exhibit 1 hereto, and (B) the number of Series A Redeemable Preferred Shares, par value U.S. $0.01 each of the Company (the “Series A Preference Shares”, and together with the Class A Common Shares, the “Securities” or “Shares”), hereto at a purchase price for the Class A Common Shares Stock of U.S. $1.00 per share and for (the Series A Preference Shares of U.S. $1,000 per share (together, “"Common Stock Cost”"), and (ii) tenders cash in consideration of the issuance of such Class A Common Shares and Shares. (b) Each Shareholder (i) subscribes for the number of shares of the Company's Series A Preference 12% Cumulative Senior Preferred Stock, par value U.S. $0.001 per share (the "Preferred Stock" and, together with the Common Stock, the "Shares. ") set forth opposite such Shareholder's name in Exhibit 1 hereto at a purchase price for the Preferred Stock of U.S. $1,000.00 per share (the "Preferred Stock Cost"), and (ii) tenders cash in consideration of the issuance of such Shares. (c) Each of the Shareholders, in order to facilitate the transactions contemplated by this Agreement, authorizes and appoints the Company or any of its representatives to direct the transfer all or any portion of the subscription consideration from any account into which such amounts may be paid into for the benefit of such Shareholder to any account established for the benefit of the Company or any of its subsidiaries. The Shareholder’s 's investment described hereby shall be the only investment in the Company required of the Shareholders under this Agreement and no Shareholder shall, by virtue of such investment, be subject to (i) any further obligation to contribute additional capital to the Company or (ii) any liabilities of the Company that arise in the ordinary course of business. (bd) Each Shareholder agrees to tender by wire or check for consideration of the purchase price of the Securities Shares being purchased by such Shareholder on the date hereof, provided that immediately upon tender of the consideration for the Securities such Shares described in Section 1(a) and (b), the Company will issue the Securitiessuch Shares. (ce) Each Shareholder acknowledges to the Company and the other Shareholders that such Shareholder understands and agrees, as follows: THE SECURITIES SHARES HAVE NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SECURITIES SHARES ARE VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE SECURITIES SHARES NOR IS ANY LIKELY TO DEVELOP. THE COMPANY AND ITS SUBSIDIARIES HAVE BORROWED A SUBSTANTIAL PORTION OF THE FUNDS USED TO OPERATE ITS BUSINESS. EACH SHAREHOLDER ACKNOWLEDGES THAT SUCH SHAREHOLDER MAY AND CAN AFFORD TO LOSE SUCH SHAREHOLDER’S 'S ENTIRE INVESTMENT IN THE SHARES AND THAT SUCH SHAREHOLDER UNDERSTANDS SUCH SHAREHOLDER MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY.