FORM OF SHAREHOLDERS' AGREEMENT

Exhibit 10.8

FORM OF SHAREHOLDERS’ AGREEMENT

This SHAREHOLDERS’ AGREEMENT (this “ Agreement ”) is made as of _________, 2004, by and among, Greenlight Capital Re, Ltd., a company organized under the laws of the Cayman Islands (the “ Company ”) and each of the other signatories to this Agreement. Each of the shareholders of the Company that is, or hereafter becomes, bound by this Agreement and each of their respective successors and permitted assignees, are sometimes collectively referred to herein as the “ Shareholders ” and each individually as a “ Shareholder .”

“ Affiliate ” of any Person means any other Person controlling, controlled by or under common control with such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean, with respect to any Person, the possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of such Person. In the case of a natural Person, his or her Affiliates include members of such Person’s immediate family, natural lineal descendants of such Person or a trust or other similar entity established for the exclusive benefit of such Person and his or her immediate family and natural lineal descendants. For the purposes of Section 2(c) herein and with respect to the Sponsor only, the term Affiliate includes (i) the members and former members of the Sponsor and (ii) the Affiliates of the Sponsor.

“ Board ” means the Board of Directors of the Company.

“ Business Day ” means any day other than a Saturday, a Sunday or any day on which banks located in New York, New York or the Cayman Islands are authorized or obliged to close.

“ Cayman Islands Monetary Authority ” means that governmental authority of similar name in the Cayman Islands and, where applicable, includes any Cayman Islands governmental authority, department or agency that performs similar functions.

“ Class A Shares ” means the Class A Ordinary Shares of the Company, initially having a par value of $0.10 per share, and includes a fraction of a Class A Share.

“ Class B Shares ” means the Class B Ordinary Shares of the Company, initially having a par value of $0.10 per share, and includes a fraction of a Class B Share.

“ Commission ” means the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, or any similar federal statute and the rules and regulations of the Commission promulgated thereunder, as the same may be amended from time to time.

“ IPO ” means the initial registered public offering of the Class A Shares in the United States.

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“ Officer ” means an officer of the Company from time to time during the term of this Agreement.

“ Option ” means that certain Option to purchase 400,000 Class A Shares issued by the Company to First International Capital Holdings Ltd. on the date hereof.

“ Ordinary Shares ” means collectively, the Class A Shares and the Class B Shares and includes a fraction of an Ordinary Share.

“ Person ” means an individual, a partnership, a company, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental or quasi-governmental entity or any department, agency or political subdivision thereof.

“ Permitted Transferee ” means, with respect to any Shareholder, any Affiliate of such Shareholder that has been approved by the Board as a “Permitted Transferee” in writing prior to any Transfer of Ordinary Shares or Options, which approval shall be granted by the Board unless the Board determines, in its sole and absolute discretion, that the applicable Transfer would result in an increased risk of adverse tax, regulatory or legal consequences to the Company, any of its subsidiaries or any of its shareholders.

“ Registrable Securities ” means (i) the Class A Shares held by each Shareholder and (ii) any Class A Shares issuable (x) upon conversion of the Class B Shares or (y) upon exercise of any Option and (iii) any Class A Shares issued, issuable, converted, convertible, exchanged or exchangeable in respect of the securities referred to in clauses (i) and (ii) above upon any stock split, stock dividend, recapitalization or similar event; provided , however, that Registrable Securities shall not include any securities referred to in clauses (i), (ii) or (iii) if (A) the holder of such securities, with the exception of the Sponsor, may resell such Registrable Securities pursuant to Rule 144 (or successor rule) under the Securities Act, (B) the sale of such securities has been registered pursuant to the Securities Act or (C) the Registrable Securities have been transferred in a transaction in which registration rights are not transferred pursuant to Section 2 hereof.

“ Register ,” “ registered ” and “ registration ” refer to a registration effected by preparing and filing a Registration Statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such Registration Statement.

“ Registration Expenses ” shall have the meaning set forth in Section 9 hereof.

“ Securities Act ” means the United States Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations of the Commission promulgated thereunder, as the same may be amended from time to time.

“ Selling Expenses ” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by the Shareholders and the costs of any accountants, counsel or other experts retained by the Shareholders.

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“ Sponsor ” means Greenlight Capital Investors, LLC, a Delaware limited liability company.

“ Transfer ” means any direct or indirect sale, exchange, transfer (including, without limitation, any transfer by gift or operation of law, or any transfer of an economic interest in any derivative security of any security), assignment, distribution or other disposition, or issuance or creation of any option or any voting proxy, voting trust or other transfer of interest, in whole or in part, whether in a single transaction or a series of related transactions and whether voluntarily or involuntarily or by operation of law or at a judicial sale or otherwise.

“ U.S. GAAP ” means Unites States generally accepted accounting principles.

“ $ ” means the legal currency of the United States of America.

(a) General Restrictions . A Shareholder shall not Transfer its Ordinary Shares or Options except in compliance with (i) the Securities Act or an exemption therefrom, (ii) any required approval of the Cayman Islands Monetary Authority, (iii) the Memorandum and Articles of Association of the Company and (iv) and in accordance with the following terms and conditions:

(i) If a Shareholder intends to Transfer any of its Ordinary Shares or Options (such transferring Shareholder, the “ Transferring Shareholder ”), such Transferring Shareholder shall give written notice (an “ Offer Notice ”) to the Company stating the Transferring Shareholder’s bona fide intention to make such a Transfer, describing in reasonable detail the proposed Transfer, including the identity of the proposed transferee (the “ Proposed Transferee ”), the number of Ordinary Shares and/or Options proposed to be Transferred pursuant to the offer (the “ Transfer Securities ”), and specifying the bona fide per share purchase price that the Proposed Transferee has agreed to pay for the Transfer Securities (the “ Sale Price ”), which Sale Price shall be payable in cash at the closing of the transaction.

(ii) Upon receipt of the Offer Notice, the Company shall have the exclusive option to purchase, upon delivery of a notice (the “ Election Notice ”) to the Transferring Shareholder within thirty (30) days of its receipt of the Offer Notice, all or any portion of the Transfer Securities. The Company shall deliver an Election Notice to the Transferring Shareholder of its election to purchase or not purchase any such Transfer Securities within such thirty (30) day period, together with the payment to the Transferring Shareholder of the Sale Price therefor (in the event that the Company so elects to purchase any Transfer Securities). If the Company elects to purchase the Transfer Securities, the Transfer of any Transfer Securities shall be consummated as soon as practicable after delivery of the Election Notice, but in no event later than fifteen (15) Business Days after the delivery of the Election Notice.

(iii) In the event that less than all of the Transfer Securities have been acquired by the Company, the Transferring Shareholder may, no later than 90 calendar days after the expiration of the applicable election period set forth in clause (ii) above, Transfer the Transfer Securities not purchased by the Company to the Proposed Transferee at a price no less than the price per share specified in the Offer Notice and on other terms no more materially favorable to

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the Proposed Transferee than offered to the Company in the Offer Notice, provided , that the Company has approved the Proposed Transferee (as required for all transfers pursuant to the Company’s Memorandum and Articles of Association). It shall be a condition precedent to the consummation of any Transfer of Transfer Securities to a Person not a party to this Agreement that such Person executes a signature page to, and be bound by the terms and conditions of, this Agreement. Any Transfer Securities not Transferred to the Proposed Transferee within such 90-day period shall be re-offered (without obligation to purchase) to the Company under this Section 2 prior to any subsequent Transfer pursuant to the terms of this Section 2.

(b) Other Restrictions .

(i) Prior to the Transfer of any Ordinary Shares or Options the Transferring Shareholder shall also deliver to the Company (A) at the Company’s request, an opinion of counsel which, to the Company’s reasonable satisfaction, is knowledgeable in securities law matters to the effect that such Transfer may be effected without registration of such Ordinary Shares or Options under the Securities Act and (B) such certification as may be required by the Board pursuant to the Company’s Memorandum and Articles of Association, as necessary to ensure that such Transfer will not violate any of the ownership limitations set forth in the Company’s Memorandum and Articles of Association. In addition, if so requested in writing by the Company, the Transferring Shareholder shall also provide the Company with a list of affiliates or related parties of the Proposed Transferee.

(ii) Prior to a Transfer by a Shareholder of any Ordinary Shares or Options, such Shareholder shall obtain and, if requested by the Company, provide the Company with copies of, all approvals as may be required by the Cayman Islands Monetary Authority.

(iii) Any Transfer of Ordinary Shares or Options that violates the provisions of this Section 2 shall not be recorded by the Company or any of its agents and shall be deemed void ab initio .

(c) Permitted Transfers . The restrictions set forth in Section 2(a) hereof shall not apply to any Transfer of Ordinary Shares or Options by a Shareholder to its Permitted Transferee(s); provided , that (A) such Transfer is in compliance with any required approval of the Cayman Islands Monetary Authority, (B) such Transfer complies with the transfer restrictions set forth in the Company’s Memorandum and Articles of Association, (C) the provisions of this Agreement shall continue to be applicable to the Ordinary Shares or Options, as applicable, after any Transfer above and (D) the Permitted Transferee(s) thereof shall agree in writing to be bound by the provisions of this Agreement and shall be deemed a “Shareholder” for purposes of this Agreement; provided , further that if a Permitted Transferee ceases to be an Affiliate of the Transferring Shareholder, the Ordinary Shares or Options held by such Person shall be deemed to have been Transferred and shall be subject to the provision of Section 2(a) upon discovery by the Company of such change in status.

(d) Legend . Certificates evidencing Ordinary Shares or Options shall bear the following legend:

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“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR _ HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE COMPANY AT ITS OPTION. RECEIVES AN OPINION OF COUNSEL OF THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND UNLESS, WHERE APPLICABLE, HAS RECEIVED THE PRIOR APPROVAL OF THE CAYMAN ISLANDS MONETARY AUTHORITY.

IN ADDITION, THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS IN THE COMPANY’S MEMORANDUM AND ARTICLES OF ASSOCIATION AND PURSUANT TO A SHAREHOLDERS’ AGREEMENT DATED AS OF AUGUST ____, 2004 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S SHAREHOLDERS. A COPY OF SUCH ARTICLES OF ASSOCIATION AND SHAREHOLDERS’ AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

If any Registrable Securities become eligible for sale pursuant to Rule 144 under the Securities Act, the Company shall, upon the request of a holder of such Registrable Securities and delivery to the Company of an opinion of counsel reasonably satisfactory to the Company, issue new certificates for such Registrable Securities not bearing the first paragraph of the legend set forth above. The Company further agrees to remove such legend at such time as the Registrable Securities are subject to an effective registration statement under the Securities Act.

A. Drag-Along Rights .

(a) Right to Require Sale . Notwithstanding any other provision hereof, if one or more Shareholders (such Shareholders, together with their Affiliates, the “ Selling Shareholders ”) proposes to enter into an agreement to Transfer or otherwise dispose of for value Ordinary Shares held by such Selling Shareholders representing sixty six and two-thirds percent (66 2/3%) of the issued and outstanding Ordinary Shares (on a fully diluted and as converted

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basis) to a Person who is not a Permitted Transferee of such Selling Shareholders (any such Person, a “ Third Party Purchaser ”) in a bona fide transaction pursuant to which the Third Party Purchaser will purchase all of the Ordinary Shares on a fully diluted and converted basis (any such transaction, a “ Drag-Along Sale ”) then, subject to any required regulatory approvals, each other Shareholder (the “ Drag Along Shareholders ”) hereby agrees to sell to such Third Party Purchaser, upon the demand of such Selling Shareholders, all of the Ordinary Shares (together with all other securities exercisable or convertible into, or exchangeable, for Ordinary Shares) (such Ordinary Shares and other securities, collectively, the “ Drag-Along Shares ”) held by each such Drag-Along Shareholders on the date of the Drag-Along Notice (as defined in Section 3(A)(b) below), on the same terms and conditions as agreed to by the Selling Shareholders and such Third Party Purchaser; provided , however , that in negotiating such Drag-Along Sale, the Selling Shareholders shall provide (i) that the only representations and warranties or covenants which any Drag-Along Shareholder shall be required to make individually in connection with the Drag-Along Sale are representations and warranties with respect to such Drag-Along Shareholders own ownership of the Drag-Along Shares to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances or adverse claims, its due organization, its due authorization, execution and delivery of the definitive purchase agreement (if applicable), the enforceability of such purchase agreement against it and no conflict of it with such purchase agreement, (ii) that the liability of any Drag-Along Shareholder with respect to any representations or warranties made in connection with the Drag-Along Sale is the several liability of such Drag-Along Shareholder (and not any other person) and that such liability is limited to the amount of proceeds actually received by such Drag-Along Shareholder in the Drag-Along Sale, and (iii) that no Drag-Along Shareholder shall be required to provide any individual indemnification to anyone in connection with the Drag-Along Sale (other than an individual indemnification for damages resulting from the breach of any representations or warranties made by solely by such Drag-Along Shareholder); provided , further , that the foregoing shall not limit the obligations of such Drag-Along Shareholder, and such Drag-Along Shareholder hereby expressly agrees to be bound by and be subject to, any escrow or other holdback arrangement (on a pro rata basis based on the amount of such Drag-Along Shares sold by such Drag-Along Shareholder in proportion to all shares of the Company sold in such Drag-Along Sale) provided for in the agreement relating to the Drag-Along Sale.

(b) Drag-Along Notice . Prior to making any Drag-Along Sale, if the Selling Shareholders elect to exercise the rights afforded under this Section 3(A), the Selling Shareholders shall provide the Drag-Along Shareholders with written notice (the “ Drag Along Notice ”) not less than twenty (20) calendar days prior to the proposed date of the Drag-Along Sale (the “ Drag Along Sale Date ”). The Drag-Along Notice shall set forth: (i) the name and address of the Third Party Purchaser; (ii) the proposed amount and form of consideration to be paid per share and the terms and conditions of payment offered by the Third Party Purchaser; (iii) the Drag-Along Sale Date; and (iv) confirmation that the Third Party Purchaser has agreed to purchase the Drag-Along Shareholders’ Drag-Along Shares in accordance with the terms hereof.

(c) Delivery of Certificates . On the Drag-Along Sale Date, each Drag-Along Shareholder shall deliver all of the certificates representing its Drag-Along Shares, duly endorsed for transfer with signatures guaranteed, to such Third Party Purchaser in the manner and at the

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address indicated in the Drag-Along Notice against delivery of immediately available funds in the amount of the applicable purchase price for such Drag-Along Shares.

(d) Costs and Fees . The Selling Shareholders shall bear all costs and fees incurred in connection with a Drag-Along Sale, except each Shareholder shall bear the costs and fees of its own independent advisors. The Company shall have no obligation to bear any costs and fees incurred in connection with a Drag-Along Sale or otherwise under this Section 3(A).

B. Tag-Along Rights .

(a) Tag-Along Sale . If any holder of Class B Shares (a “ Class B Selling Shareholder ”) proposes to enter into an agreement to Transfer or otherwise dispose of for value Class B Shares representing two percent (2%) or more of the issued and outstanding Ordinary Shares (on a fully diluted and as converted basis) (“ Tag-Along Stock ”) to a Person who is not a Permitted Transferee of such Class B Selling Shareholder (any such Person, a “ Tag-Along Purchaser ”) in one or a series of related transactions pursuant to which the Tag-Along Purchaser will purchase such Class B Shares on a fully diluted and as converted basis, then such Class B Selling Shareholder shall promptly give written notice (the “ Tag-Along Notice ”) simultaneously to the Company and to each of the other Shareholders at least thirty (30) calendar days prior to the closing of such Transfer. Simultaneously with delivery of the Tag-Along Notice the Class B Selling Shareholder shall deliver to the Company an opinion of counsel satisfactory to the Company that no registration is required under the Securities Act or any applicable state securities law to effectuate the Transfer. The Tag-Along Notice shall describe in reasonable detail the proposed Transfer, including the number of shares of Tag-Along Stock to be Transferred, the nature of such Transfer, the total consideration to be paid to the Class B Selling Shareholder, and the name and address of each prospective Tag-Along Purchaser.

(b) Notice of Participation . Each Shareholder shall have the right, exercisable upon written notice (the “ Tag-Along Exercise Notice ”) to the Company and the Class B Selling Shareholder within 15 calendar days after the Tag-Along Notice is given, to participate in such Transfer of Tag-Along Stock on the same terms and conditions offered to the Class B Selling Shareholder, subject to any required regulatory approvals. Each Shareholder desiring to participate shall be referred to as a “ Tag-Along Participant ”. Such Tag-Along Exercise Notice shall acknowledge that the consideration received by the Tag-Along Participants shall be the same consideration per share to be received by the Class B Selling Shareholder, and the terms and conditions of such Transfer shall be the same as those upon which the Class B Selling Shareholder Transfers its Class B Shares; provided , however , that: (i) each Tag-Along Participant shall be solely liable with respect to any representations and warranties regarding (A) such Tag-Along Participant’s title and ownership of such Tag-Along Participant’s Class A Shares; (B) the authorization, execution and delivery of relevant documents by such Tag-Along Participant; and (C) the enforceability of such relevant documents against such Tag-Along Participant; (ii) any general indemnity given by any Tag-Along Participants applicable to liabilities not specific to a particular Tag-Along Participant shall be apportioned on a pro rata basis among the Tag-Along Participants and the Class B Selling Shareholder in accordance with the number of Ordinary Shares Transferred by each; (iii) no Tag-Along Participant shall be liable to indemnify the Tag-Along Purchaser or its Affiliates with respect to an amount in excess of the net cash proceeds paid to such Tag-Along Participant in connection with such Transfer; and (iv) if required by the

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Transfer agreement and reasonably described in the Tag-Along Notice, any escrow of proceeds shall be withheld on a pro rata basis among the Class B Selling Shareholder and the Tag-Along Participants in accordance with the number of Ordinary Shares Transferred by each.

The Tag-Along-Exercise Notice shall indicate the number of Ordinary Shares such Tag-Along Participant wishes to Transfer under its right to participate, which number shall not be less than the number of Ordinary Shares which such Tag-Along Participant must Transfer to Transfer the same percentage of such Tag-Along Participant’s Ordinary Shares as the Tag-Along Stock represents of the Class B Selling Shareholder’s Ordinary Shares in the aggregate (on a fully-diluted and as converted basis) immediately prior to such Transfer (such number of Ordinary Shares, the “ Participant’s Pro Rata Portion ”). For the avoidance of doubt, the Tag-Along Notice shall indicate what percentage the Tag-Along Stock represents of the Class B Selling Shareholder’s Ordinary Shares (in the aggregate).

(c) Transfer . Within 10 calendar days after the date a Tag-Along Participant provides a Tag-Along Exercise Notice pursuant to Section 3(B)(a), such Tag-Along Participant shall deliver to the Company the duly endorsed certificate or certificates representing the Ordinary Shares held by such Tag-Along Participant to be Transferred and a limited power-of-attorney authorizing the Company to take all actions necessary to sell or otherwise Transfer such Ordinary Shares to the Tag-Along Purchaser. The Company shall thereupon be obligated to deliver any such Ordinary Shares to the Tag-Along Purchaser at such time as the Transfer is consummated, which shall be no later than 90 days following delivery of the Tag-Along Notice. If any Tag-Along Participant who delivers a Tag-Along Exercise Notice (and thereby becomes obligated to Transfer any Ordinary Shares to the Tag-Along Purchaser) fails to deliver such Ordinary Shares in accordance with the terms of this Agreement (a “ Defaulting Participant ”), the Company may, in addition to all other remedies it may have, send to the Defaulting Participant(s) the purchase price for such Ordinary Shares as is herein specified. Thereupon, the Company, upon the written request of the Class B Selling Shareholder and written notice to the Defaulting Participant(s), shall (a) cancel on its books the certificate or certificates representing the Ordinary Shares to be Transferred and (b) in the case of any failure to deliver Ordinary Shares issue, in lieu thereof, in the name of the Tag-Along Purchaser, a new certificate or certificates representing such Ordinary Shares and thereupon all of the Defaulting Participant’s rights in and to such Ordinary Shares shall terminate.

(d) Delivery of Securities . At the closing of such Transfer, which closing shall take place at the location specified by the Class B Selling Shareholder in the Tag-Along Notice, each Tag-Along Participant shall be obligated to execute and deliver such agreements and documentation as may be necessary for such Tag-Along Participant to be subject to the same terms and conditions with respect to the Transfer as apply to the Class B Selling Shareholder.

(e) Reduction in Number of Securities . To the extent that the Tag-Along Purchaser refuses to purchase the number of Ordinary Shares offered after the receipt by the Company of all Tag-Along Exercise Notices from Tag-Along Participants, the number of Ordinary Shares offered shall be reduced as follows:

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(i) first, the number of Ordinary Shares offered by each Tag-Along Participant shall be reduced to be a number equal to such Tag-Along Participant’s Pro Rata Portion; and

(ii) second, the number of Ordinary Shares offered by the Class B Selling Shareholder and each Tag-Along Participant shall be reduced, on a pro rata basis among the Tag-Along Participants and the Class B Selling Shareholder in accordance with the number of Ordinary Shares held by each until the total number of Ordinary Shares offered is equal to the number of Ordinary Shares the Tag-Along Purchaser is willing to purchase.

For example (by way of illustration only) , if the Tag-Along Notice contemplates a sale of 100 Ordinary Shares (on an as converted basis) by the Class B Selling Shareholder, and if the Class B Selling Shareholder at such time owns 300 Ordinary Shares (on an as converted basis), and if one Tag-Along Participant elects to participate in such Transfer and at such time owns 200 Ordinary Shares (on an as converted basis), the Class B Selling Shareholder would be entitled to sell 60 Ordinary Shares (300/500 x 100 Ordinary Shares) and the Tag-Along Participant would be entitled to sell 40 Ordinary Shares (200/500 x 100 Ordinary Shares).

(f) No Election to Participate . If none of the other Shareholders elect to participate in the sale of the Tag-Along Stock subject to the Tag-Along Notice, the Class B Selling Shareholder may, not later than sixty (60) calendar days following delivery to the Company of the Tag-Along Notice, enter into an agreement with the Tag-Along Purchaser providing for the closing of the Transfer of the Tag-Along Stock covered by the Tag-Along Notice within 30 days of such agreement on terms and conditions not more favorable to the Tag-Along Purchaser than those described in the Tag-Along Notice. Any proposed Transfer on terms and conditions more favorable than those described in the Tag-Along Notice, as well as any subsequent proposed Transfer of any of the Tag-Along Stock by the Class B Selling Shareholder, shall again be subject to the tag-along rights of the Shareholders and shall require compliance by such Class B Selling Shareholder with the procedures described in this Section 3(B).

(g) Costs and Fees . Each Shareholder Transferring Ordinary Shares pursuant to this Section 3(B) shall bear the same proportion of the expenses of the Transfer as the number of Ordinary Shares Transferred by such Shareholder bears to the aggregate number of Ordinary Shares so Transferred to, the Tag-Along Purchaser, except each such Shareholder shall be solely responsible for the costs and fees of its own independent advisors, if any. For the avoidance of doubt, the Company shall have no obligation to bear any costs or fees incurred in connection with a Tag-Along Sale or otherwise under this Section 3(B).

(h) Remittance of Consideration . Promptly after the consummation of the Transfer the Tag-Along Purchaser shall remit directly to the Class B Selling Shareholder and the Tag-Along Participants the consideration for the Ordinary Shares Transferred pursuant to this Section 3(B).

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The Company shall have no obligation under the provisions of Sections 5, 6, 7, 8, 9 and 10 hereof unless and until all approvals required from the Cayman Islands Monetary Authority are received. The provisions of Section 5, 6, 7, 8, 9 and 10 shall be read subject to the provisions of this Section 4.

(a) Requests for Registration .

(i) Subject to the conditions of this Section 5, the holders of at least 50% of the outstanding Registrable Securities, as calculated on a fully diluted and converted basis, (such holders, the “ Initiating Holders ”), may request, at any time after the earlier to occur of (i) the fifth (5th) anniversary of this Agreement or (ii) the date that is one hundred eighty (180) days after the consummation of an IPO, to have all or part of their Registrable Securities registered on Form S-1, or any similar long-form registration statement (“ Long-Form Registration ”) or, if available, on Form S-2 or S-3 (as such forms are identified in the Exchange Act), or any similar short-form registration statement (“ Short-Form Registration ”). Each request for a Long-Form Demand Registration (as defined below) shall have an aggregate offering price of at least $30 million, inclusive of Registrable Securities included in such Long-Form Demand Registration pursuant to Section 6 hereof, and shall specify the approximate number of Registrable Securities requested to be registered, the proposed manner of disposition and the proposed underwriter, if any. Within ten (10) Business Days after receipt of any such request, the Company shall give written notice of such requested registration to the other Shareholders and, subject to Section 5(b) below, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) calendar days after the receipt of the Company’s notice. All registrations requested pursuant to a Long-Form Registration are referred to herein as “ Long-Form Demand Registrations ”; and all other registrations requested pursuant to this paragraph 5(a) are referred to herein as a “ Short-Form Demand Registrations ”; Long-Form Demand Registrations and Short-Form Demand Registrations are collectively referred to as “ Demand Registrations .” Subject to the provisions of this Section 5, the Sponsor shall be entitled to an unlimited number of Short-Form Demand Registrations and, pursuant to the provisions of Section 9 hereof, the Company shall be required to pay all Registration Expenses incurred by the Sponsor in connection therewith.

(ii) Upon receipt of a request for a Demand Registration (a “ Demand Request ”) pursuant to Sections 5(a)(i), the Company shall:

(a) cause to be filed, as soon as practicable, but within the later of (x) 90 days (or 45 days with respect to any Short-Form Registration) of the date of delivery to the Company of the Demand Request, or (y) 180 days after the effectiveness of the most recently filed Registration Statement by the Company, a Registration Statement covering such Registrable Securities which the Company has been so requested to register, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of distribution specified in such Demand Request;

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(b) use its commercially reasonable efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and

(c) refrain from filing any other Registration Statements, other than pursuant to a. Registration Statement on Form S-4 or S-8 (or similar successor forms), with respect to any other securities of the Company until such date which is one hundred and eighty (180) days following the effectiveness of the Registration Statement filed in response to the Demand Request.

(b) Priority on Demand Registrations .

The Company shall not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the Sponsor or, in the event of a Long-Form Registration only, the Initiating Holders. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without materially and adversely affecting the marketability of the offering (the “ Offering Quantity ”), the Company shall include in such registration securities in the following priority:

(i) first, before including any securities which are not Registrable Securities, the Company shall include all of the Registrable Securities requested to be included by the Sponsor and, if applicable, the Initiating Holders, and if such number exceeds the Offering Quantity, then the Company shall include only (a) the Sponsor’s Offering Quantity or (b), in the event of a Long-Form Registration only, the Initiating Holders’ pro rata share of the Offering Quantity, based on the number of Registrable Securities then beneficially owned on a fully converted basis by the Initiating Holders;

(ii) second, to the extent (and only to the extent) that the Offering Quantity exceeds the aggregate amount of Registrable Securities which are requested to be included in such registration, the Company shall include in such registration Registrable Securities requested to be included by the non-Initiating Shareholders, and if such number exceeds the Offering Quantity, the Company shall include only such non-Initiating Shareholders’ pro rata share of the Offering Quantity, based on the amount of Registrable Securities beneficially owned by such non-Initiating Shareholders; and

(iii) third, to the extent (and only to the extent) that the Offering Quantity exceeds the aggregate amount of Registrable Securities which are requested to be included in such registration, the Company shall include in such registration any other securities requested to be included in the Offering.

(c) Restrictions on Demand Registrations .

(i) The Company may postpone upon one (1) occasion during any twelve (12) month period for up to 120 days the filing or the effectiveness of a Registration Statement for a Demand Registration if the Board determines, in good faith and at its sole discretion, that such Demand Registration would reasonably be expected to be seriously detrimental to the

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Company and would have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, financing, consolidation, tender offer or similar transaction; provided , however , that in such event, the party requesting such Demand Registration shall be entitled to withdraw such request at any time during the 120-day period and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall be responsible for all Registration Expenses (as set forth in Section 9) incurred in connection with the registration prior to the time of withdrawal.

(ii) The Company shall be required to effect and have declared effective only one (1) Long-Form Demand Registration pursuant to this Section 5.

(iii) The Company shall not be obl