December 12, 2006

CITIGROUP GLOBAL MARKETS INC.

388 Greenwich Street

New York, NY 10013

Dear Sirs and Mesdames:

The shareholders (the “ Selling Shareholders ”) of AXIS Capital Holdings Limited, a Bermuda corporation (the “ Company ”), named in Schedule I hereto, severally propose to sell to Citigroup Global Markets Inc. (the “ Underwriter ”), an aggregate of 3,000,000 Common Shares, par value $0.0125 per share, of the Company (the “ Shares ”), with each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name under “Number of Shares to Be Sold” in Schedule I hereto.  The Common Shares, par value $0.0125 per share of the Company, including the Shares, are hereinafter referred to as the “ Common Stock .”

The Company has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement (File No. 333-118023) on Form S-3, including a prospectus, relating to securities (the “ Shelf Securities ”), including the Shares.  The registration statement as amended to the date of this Agreement, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act of 1933, as amended (the “ Securities Act ”) and the related prospectus covering the Shelf Securities, dated February 15, 2006, is hereinafter referred to as the “ Registration Statement ”; and the related prospectus covering the Shelf Securities dated February 15, 2006 in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriter by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “ Basic Prospectus .”  The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Shares in the form first used to confirm sales of the Shares, is hereinafter referred to as the “ Prospectus ,” and the term “ preliminary prospectus ” means any preliminary form of the Prospectus.  For purposes of this Agreement, “ free writing prospectus ” means a free writing prospectus, if any, as defined in Rule 405 under the Securities Act that constitutes an offer to sell or a solicitation of an offer to buy the Shares and “ Time of Sale Prospectus ” means the Basic Prospectus together with the free writing prospectuses, if any, identified in Schedule II hereto and the information included on Schedule III hereto, all considered together.  As used herein, the terms “ Registration Statement ,” “ Basic Prospectus ,” “ preliminary prospectus ,” “ Time of Sale Prospectus ” and “ Prospectus ” shall include the documents, if any, deemed to be incorporated by reference therein.  The terms “ supplement ,” “ amendment ,” and “ amend ” as used herein with respect to the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus, any preliminary prospectus or any free writing prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange

Act of 1934, as amended (the “ Exchange Act ”), that are deemed to be incorporated by reference therein.

1.             Representations and Warranties of the Company .  The Company represents and warrants to and agrees with the Underwriter and each Selling Shareholder that:

(a)   The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission.

(b)   (i)  Each document, if any, filed or to be filed pursuant to the Exchange Act and deemed to be incorporated by reference in the Time of Sale Prospectus or the Prospectus prior to the end of the period in which the Underwriter is required by law to deliver the Prospectus in connection with sales by an underwriter or any dealer, complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became or becomes effective, did not contain, and each such part, as amended or supplemented, if applicable, will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply, in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (v) the Time of Sale Prospectus at the time when sales of the Shares in connection with the offering were first made will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vi) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use therein.

(c)   The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act.  Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.  Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and

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regulations of the Commission thereunder.  Except for the free writing prospectuses, if any, identified in Schedule II hereto, and electronic road shows, each furnished to the Underwriter before first use, the Company has not prepared, used or referred to, and will not, without the prior consent of the Underwriter, prepare, use or refer to, any free writing prospectus.

(d)   Deloitte & Touche, whose report is included in the Prospectus, is an independent certified public accountant with respect to the Company and its consolidated subsidiaries within the meaning of the Securities Act and the rules and regulations adopted by the Commission thereunder. The financial statements of the Company and its consolidated subsidiaries (including the related notes and supporting schedules) included in the Registration Statement and the Time of Sale Prospectus present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported to be shown thereby at the dates and for the periods indicated and have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated and conform in all material respects with the rules and regulations adopted by the Commission under the Securities Act; and the supporting schedules included in the Registration Statement present fairly in all materials respects the information required to be stated therein.

(e)   The Company has been duly incorporated, is validly existing as a corporation in good standing (including as an exempted company) under the laws of the jurisdiction of its incorporation (good standing meaning that it has not failed to make any required filing with any Bermuda governmental authority or to pay any Bermuda governmental fee or tax which would make it liable to be struck off the registrar of companies and thereby cease to exist under the laws of Bermuda), has the corporate power and authority to own, lease and operate its property and to conduct its business as described in the Time of Sale Prospectus and to enter into and perform its obligations under this Agreement, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing or operating of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(f)   Each of AXIS Specialty Limited, AXIS Specialty Europe Limited, AXIS Re Limited, AXIS Specialty Insurance Company, AXIS Reinsurance Company, AXIS Surplus Insurance Company, AXIS Specialty U.S. Holdings, Inc. and AXIS Specialty Holdings Ireland Limited (hereafter, the “ Designated Subsidiaries ”) has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation (good standing meaning, with respect to each of AXIS Specialty Limited, AXIS Specialty Europe Limited, AXIS Re Limited and AXIS Specialty Holdings Ireland Limited, that each has not failed to make any required filing with any government authority of the jurisdiction of its incorporation or to pay any government fee or tax in its jurisdiction of incorporation which would make it liable to be struck off the register of companies and thereby cease to exist under the laws of its jurisdiction of incorporation), has the corporate power and authority to own, lease and operate its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing (good

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standing meaning, with respect to each of AXIS Specialty Limited, AXIS Specialty Europe Limited, AXIS Re Limited and AXIS Specialty Holdings Ireland Limited, that each has not failed to make any required filing with any government authority of the jurisdiction of its incorporation or to pay any government fee or tax in its jurisdiction of incorporation which would make it liable to be struck off the register of companies and thereby cease to exist under the laws of its jurisdiction of incorporation) in each jurisdiction in which the conduct of its business or its ownership or leasing or operating of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued shares of capital stock of each Designated Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable (non-assessable meaning, with respect to each of AXIS Specialty Limited, AXIS Specialty Europe Limited, AXIS Re Limited and AXIS Specialty Holdings Ireland Limited, that no further sums are payable with respect to the holding of such shares and the member shall not be bound by an alteration (unless it agrees in writing to such alteration) in the memorandum of association or the bye-laws or equivalent organizational documents of such Designated Subsidiary after the date upon which it became a member if and so far as the alteration requires such member to take or subscribe for additional shares or in any way increases its liability to contribute to the share capital of, or otherwise pay money to, such Designated Subsidiary) and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities, claims, preemptive rights or restrictions upon voting or transfer except, in the case of restrictions on transfer, as described in the Prospectus.  Except for AXIS Specialty U.S. Services, Inc., AXIS Specialty UK Limited, AXIS Specialty UK Holdings Limited, Combined Specialty Group, Inc. and AXIS Insurance Company, each of which is immaterial and not a “significant subsidiary” of the Company as that term is defined in Rule 1-02(w) of Regulation S-X of the rules and regulations of the Commission under the Securities Act, the Designated Subsidiaries are the only subsidiaries of the Company.

(g)   This Agreement has been duly authorized, executed and delivered by the Company.

(h)   The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus.

(i)   The capitalization of the Company as of September 30, 2006 conforms in all material respects to the description thereof in the Prospectus.  All of the outstanding shares of Common Stock (including the Shares to be sold by the Selling Shareholders) have been duly authorized and are validly issued, fully paid and non-assessable and were not issued in violation of any preemptive or similar rights.

(j)   None of the execution and delivery by the Company of, or the performance by the Company of its obligations under, this Agreement, nor the consummation of the transactions contemplated hereby, will (i) contravene or result in a breach or violation of, or constitute a default under, (A) the charter, memorandum of association, bye-laws or other governing documents of the Company or any of its subsidiaries, (B) any provision of applicable law or any regulation, rule, judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary or any of

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their respective properties or (C) any agreement, indenture or other instrument binding upon the Company or any of its subsidiaries or to which the Company or any of its subsidiaries is a party or to which any of their respective properties are subject, or (ii) result in the creation or imposition of any lien, charge, claim or encumbrance upon any property of the Company or any of its subsidiaries, except (other than with respect to clause (i)(A)) as would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.  Except for permits, consents, approvals and similar authorizations required by the securities or “Blue Sky” laws of certain jurisdictions in connection with the offer and sale of the Shares and permits, consents, approvals and authorizations which have been obtained, no permit, consent, approval, authorization or order of any court, governmental agency or body or financial institution is required in connection with the consummation of the transactions contemplated by this Agreement.

(k)   There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus and the Prospectus.  Subsequent to the respective dates as of which information is given in the Registration Statement and the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction not in the ordinary course of business; (ii) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company and its subsidiaries, except in each case as described in the Time of Sale Prospectus and the Prospectus.

(l)   There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Company and its subsidiaries, taken as a whole, or that are required to be described in the Registration Statement or the Prospectus and are not so described, or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.

(m)    Each preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.

(n)   The Company is not, and after giving effect to the offering and sale of the Shares will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

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(o)   Except as disclosed in the Time of Sale Prospectus and the Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such securities with the Shares registered pursuant to the Registration Statement.

(p)   On the date hereof and upon issuance of the Shares, each of the Company and its Designated Subsidiaries is and will be solvent and able to pay its liabilities as they become due.

(q)   Each of the Company and its Designated Subsidiaries has (i) all licenses, certificates, permits, authorizations, approvals, franchises and other rights from, and has filed all reports, documents and other information required to be filed pursuant to the applicable laws of Bermuda, Ireland, the United Kingdom, Switzerland and the United States (and any State thereof) and all other relevant jurisdictions as is necessary to engage in the business currently conducted by it in the manner described in the Prospectus (each, an  “ Authorization ”), except where the failure, individually or in the aggregate, to file such report, document or information would not have a material adverse effect on the Company and its subsidiaries taken as a whole, (ii) fulfilled and performed all obligations necessary to maintain each Authorization, except where the failure to fulfill or perform such obligation, individually or in the aggregate, would not have a material adverse effect on the Company and its subsidiaries taken as a whole and (iii) no knowledge of any pending or threatened action, suit, proceeding or investigation that would reasonably be expected to result in the revocation, termination, material adverse modification, material adverse impairment or suspension of any Authorization. All such Authorizations are valid and in full force and effect and the Company and the Designated Subsidiaries are in compliance in all material respects with the terms and conditions of all such Authorizations and with the rules and regulations of the regulatory authorities having jurisdiction with respect thereto, except where the failure to comply, individually or in the aggregate, would not have a material adverse effect on the Company and its subsidiaries taken as whole. Except as otherwise described in or contemplated by the Time of Sale Prospectus and the Prospectus, the Company has not received any order or decree from any insurance regulatory agency or body impairing, restricting or prohibiting the payment of dividends by any Designated Subsidiary to its parent and has not otherwise agreed to any such impairment, restriction or prohibition.

(r)   Each of the Company and its subsidiaries has fulfilled its obligations, if any, under the minimum funding standards of Section 302 of the United States Employee Retirement Income Security Act of 1974 (“ ERISA ”) and the regulations and published interpretations thereunder with respect to each “plan” (as defined in Section 3(3) of ERISA and such regulations and published interpretations) in which employees of the Company and its subsidiaries are eligible to participate and each such plan is in compliance in all material respects with the presently applicable provisions of ERISA and such regulations and published interpretations.  The Company and its subsidiaries have not incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for the payment of premiums in the ordinary course) or to any such plan under Title IV of ERISA.

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(s)   The Company has no knowledge of any threatened or pending downgrading of any of its or its Designated Subsidiaries’ claims-paying ability rating by A.M. Best Company, Inc. or Standard & Poor’s Ratings Service, a Division of The McGraw-Hill Companies, Inc., the only “nationally recognized statistical rating organizations,” as such term is defined for purposes of Rule 463(g)(2) ability under the Securities Act, which currently rate the claims-paying ability of the Company or any of the Designated Subsidiaries.

(t)   The Shares have been approved for listing on the New York Stock Exchange.

(u)    The Company and each of the Designated Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(v)   Neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any material patents, patent rights, licenses, inventions, copyrights, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection with the business now operated by them, which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse affect on the Company and its subsidiaries, taken as a whole.

(w)   None of the Company or any of its Designated Subsidiaries (i) is in violation of its charter, memorandum of association or bye-laws or articles of association or other governing documents, (ii) is in default and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any agreement (including any retrocessional or reinsurance treaty, contract or arrangement), indenture or other instrument to which it is a party or by which it is bound or to which any of its properties is subject, except for any such defaults that would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole, or (iii) is in violation of any insurance law, rule or regulation to which it or its property is subject, except for any such violations that would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries taken as a whole.  Except as disclosed in the Time of Sale Prospectus and the Prospectus, all retrocessional and reinsurance treaties, contracts and arrangements to which any of the Company or its subsidiaries are a party as the reinsured or insured are in full force and effect except where the failure to be in full force and effect would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.  None of the Company or any of its Designated Subsidiaries has received any notice or

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otherwise has knowledge that any of the other parties to such retrocessional and reinsurance treaties, contracts, agreements or arrangements intends not to perform, or will be unable to perform, in any material respect such retrocessional or reinsurance treaty, contract, agreement or arrangement, except where such non-performance would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(x)   None of the Company’s subsidiaries is currently prohibited, directly or indirectly, from paying any dividends to the Company or from making any other distribution on such subsidiary’s capital stock, except as described in or contemplated by the Time of Sale Prospectus and the Prospectus.

(y)   Neither the Underwriter nor any subsequent purchaser of the Shares (other than any purchaser resident in Bermuda for Bermuda exchange control purposes) is subject to any stamp duty, excise or similar tax imposed in Bermuda in connection with the offering, sale or purchase of the Shares.

(z)   There are no currency exchange control laws or withholding taxes of Bermuda that would be applicable to the payment of dividends on the Shares by the Company (other than to residents of Bermuda for Bermuda exchange control purposes).

(aa)   Any tax returns required to be filed in any jurisdiction by the Company or any of its subsidiaries have been accurately prepared and timely filed and any taxes, including any withholding taxes, excise taxes, sales taxes, use taxes, penalties and interest, assessments and fees and other charges due or claimed to be due from such entities, have been paid, other than any of those being contested in good faith and for which adequate reserves have been provided or any of those currently payable without penalty or interest except to the extent that the failure to so file or pay would not result in a material adverse effect on the Company and its subsidiaries, taken as a whole, and other than those tax returns that would be required to be filed or taxes that would be payable by the Company or any of its subsidiaries if (A) any of them was characterized as a “personal holding company” as defined in Section 542 of the Code (as defined below), (B) any of them other than AXIS Reinsurance Company, AXIS Surplus Insurance Company, AXIS Specialty Insurance Company, AXIS Insurance Company, AXIS Specialty U.S. Holdings, Inc. or AXIS Specialty U.S. Services, Inc. (collectively the “ U.S. Subsidiaries ”) was characterized as engaged in a U.S. trade or business, (C) any of them other than AXIS Specialty UK Limited, AXIS Specialty UK Holdings Limited, AXIS Specialty Europe Limited or AXIS Specialty Holdings Ireland Limited (the “ U.K./Irish Subsidiaries ”) was characterized as resident, managed or controlled or carrying on a trade through a branch or agency in the United Kingdom or (D) any of them other than AXIS Specialty Europe Limited, AXIS Re Limited or AXIS Specialty Holdings Ireland Limited (the “ Irish Subsidiaries ”) was characterized as resident, managed or controlled or carrying on a trade through a branch or agency in Ireland.  No deficiency assessment with respect to a proposed adjustment of the Company’s or any of its subsidiaries’ taxes is pending or, to the Company’s knowledge, threatened.  There is no material tax lien, whether imposed by any federal, state, or other taxing authority, outstanding against the assets, properties or business of the Company or any of its subsidiaries.

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(bb)   Based upon and subject to the assumptions and qualifications set forth in the Prospectus under the heading “Material Tax Considerations,” the Company does not believe nor does it anticipate: (i) that either the Company or any of its subsidiaries has been, currently should be, or upon the sale of the Shares herein contemplated should be (A) treated as a “passive foreign investment company” as defined in Section 1297(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”), (B) except for the U.S. Subsidiaries, considered to be engaged in a trade or business within the United States for purposes of Section 864(b) of the Code, (C) except for the U.K./Irish Subsidiaries, characterized as resident, managed or controlled or carrying on a trade through a branch or agency in the United Kingdom or (D) except for the Irish Subsidiaries, characterized as resident, managed or controlled or carrying on a trade through a branch or agency in Ireland; or (ii) that any person who owns shares of the Company directly or indirectly through foreign entities should be treated as owning (directly, indirectly through foreign entities or by attribution pursuant to Section 958(b) of the Code) 10% or more of the total voting power of the Company or any of its foreign subsidiaries.

(cc)   AXIS Specialty Limited, AXIS Re Limited and AXIS Specialty Europe Limited currently intend to operate in a manner to ensure that the related person insurance income of each of AXIS Specialty Limited, AXIS Re Limited or AXIS Specialty Europe Limited does not equal or exceed 20% of each such company’s gross insurance income for any taxable year.

2.             Representations and Warranties of the Selling Shareholders . The Selling Shareholders, severally and not jointly, represent and warrant to and agree with the Underwriter and the Company that:

(a)   This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder.

(b)   Neither the execution and delivery by such Selling Shareholder of, or the performance by such Selling Shareholder of its obligations under, this Agreement nor the consummation of the transactions contemplated hereby or thereby, will (i) contravene or result in a breach or violation of, or constitute a default under, (A) the memorandum of association, bye-laws or other governing documents of such Selling Shareholder, (B) any provision of applicable law or any regulation, rule, judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder or any of its properties or (C) any agreement, indenture or other instrument binding upon such Selling Shareholder or to which such Selling Shareholder is a party or to which any of its properties are subject, or (ii) result in the creation or imposition of any lien, charge, claim or encumbrance upon any property of such Selling Shareholder, except (other than with respect to clause (i)(A)) as would not, individually or in the aggregate, have a material adverse effect on the ability of such Selling Shareholder to consummate the transactions contemplated hereby and thereby.  Except for permits, consents, approvals and similar authorizations required by the securities or “Blue Sky” or insurance securities laws of certain jurisdictions in connection with the offer and sale of the Shares and permits, consents, approvals and authorizations which have been obtained, no permit, consent, approval, authorization or order of any court, governmental agency or body or

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financial institution is required in connection with the consummation by such Selling Shareholder of the transactions contemplated by this Agreement.

(c)   Such Selling Shareholder is, and on the Closing Date will be, the registered holder of a certificated security representing, and/or has and will have a “security entitlement” within the meaning of Section 8-102(a)(7) of the New York Uniform Commercial Code (the “ NYUCC ”) in respect of, the Shares to be sold by such Selling Shareholder, free and clear of all security interests, claims, liens, equities or other encumbrances, and such Selling Shareholder’s entry into this Agreement and such Selling Shareholder’s sale, transfer and delivery of the Shares to be sold by such Selling Shareholder have been duly authorized by all necessary corporate and/or organizational action, if any, and such Selling Shareholder has the legal right and power to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder or a security entitlement in respect of such Shares.  The Shares to be sold by such Selling Shareholder are not subject to any preemptive or similar rights, and such Selling Shareholder has all rights in and full power and authority to transfer such Shares.

(d)   Upon delivery in New York of any certificate or certificates representing the Shares to be sold by such Selling Shareholder, properly indorsed in blank by an e