Common use of Share Subscriptions Clause in Contracts

Share Subscriptions. (a) Each Shareholder (i) subscribes for the number of shares of Common Stock, par value U.S. $0.001 per share of the Company (the "Common Stock") set forth opposite such Shareholder's name in Exhibit 1 hereto at a purchase price for the Common Stock of U.S. $1.00 per share (the "Common Stock Cost"), and (ii) tenders cash in consideration of the issuance of such Shares. (b) Each Shareholder (i) subscribes for the number of shares of the Company's Series A 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 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. (d) Each Shareholder agrees to tender by wire or check for consideration of the purchase price of the Shares being purchased by such Shareholder on the date hereof, provided that immediately upon tender of the consideration for such Shares described in Section 1(a) and (b), the Company will issue such Shares. (e) Each Shareholder acknowledges to the Company and the other Shareholders that such Shareholder understands and agrees, as follows: THE SHARES HAVE NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES ARE VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE 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 ENTIRE INVESTMENT IN THE SHARES AND THAT SUCH SHAREHOLDER UNDERSTANDS SUCH SHAREHOLDER MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY.

Share Subscriptions. (a) Each Subject to the prior approval of the Bermuda Monetary Authority, each Shareholder (i) subscribes for (A) the number of shares of Class A Common StockShares, par value U.S. $0.001 per share 0.01 each of the Company (the "“Class A Common Stock"Shares”) set forth opposite such Shareholder's ’s name in Exhibit 1 hereto 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 Stock Shares of U.S. $1.00 per share and for the Series A Preference Shares of U.S. $1,000 per share (the "Common Stock together, “Cost"”), and (ii) tenders cash in consideration of the issuance of such Shares. (b) Each Shareholder (i) subscribes for the number of shares of the Company's Class A Common Shares and Series A 12% Cumulative Senior Preferred Stock, par value U.S. $0.001 per share (the "Preferred Stock" and, together with the Common Stock, the "Preference 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. (db) Each Shareholder agrees to tender by wire or check for consideration of the purchase price of the Shares being purchased by such Shareholder Securities on the date hereof, provided that immediately upon tender of the consideration for such Shares the Securities described in Section 1(a) and (b), the Company will issue such Sharesthe Securities. (ec) Each Shareholder acknowledges to the Company and the other Shareholders that such Shareholder understands and agrees, as follows: THE SHARES SECURITIES HAVE NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES SECURITIES ARE VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE SHARES 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 ’S ENTIRE INVESTMENT IN THE SHARES AND THAT SUCH SHAREHOLDER UNDERSTANDS SUCH SHAREHOLDER MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY.

Share Subscriptions. (a) Each Shareholder (i) subscribes The Investors hereby subscribe for the number of (i) shares of the Company’s Common Stock, Stock par value U.S. $0.001 per share (the “Common Shares”), (ii) shares of the Company Company’s Series A Convertible Redeemable Preferred Stock par value $0.001 per share (the "“Series A Preferred Shares”), (iii) shares of the Company’s Series B Redeemable Preferred Stock par value $0.001 per share (the “Series B Preferred Shares”, together with the Series A Preferred Shares, the “Preferred Shares”) and (iv) warrants to purchase shares of Common Stock") Shares (the “Warrants” and, together with the Common Shares and the Preferred Shares, the “Securities”), set forth opposite such Shareholder's name in Exhibit 1 hereto their respective names on Schedule I hereto, at a purchase price for the of (A) $1,000 per Common Stock of U.S. Share, (B) $1.00 1,000 per share Series A Preferred Share, (the "Common Stock Cost"), C) $1,000 per Series B Preferred Share and (iiD) tenders cash in consideration of the issuance of such Shares$0 per Warrant. (b) Each Shareholder (i) subscribes for Investor agrees to tender, by wire transfer of immediately-available funds to an account specified by the number of shares Company, the purchase price of the Company's Series A 12% Cumulative Senior Preferred Stock, par value U.S. $0.001 per share (Securities being purchased by such Investor on 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 date hereof in consideration of for the issuance of such Shares. (cSecurities, provided, that immediately upon each Investor’s tender of such consideration, the Company shall issue the Securities subscribed for by such Investor, as set forth in Section 1(a) above. Each of the ShareholdersInvestors, in order to facilitate the transactions contemplated by this Subscription Agreement, authorizes and appoints the Company or any of its the Company’s representatives to direct the transfer all or any portion of the subscription consideration from any account into which that such amounts may be paid into for the benefit of such Shareholder Investor holder to any account established for the benefit of the Company or any of its subsidiariesCompany. The Shareholder's investment described hereby shall be the only investment in the Company required Each of the Shareholders under this Investors shall deliver an IRS Form W-8 or W-9 as applicable. (c) This Subscription Agreement refers to certain pertinent documents as well as applicable laws and no Shareholder shall, regulations. Each Investor acknowledges that such references are not summaries or complete and are qualified in their entirety by virtue of such investment, be subject to (i) any further obligation to contribute additional capital to the Company or (ii) any liabilities complete texts of the Company that arise in the ordinary course of businessdocuments, laws and regulations so summarized. (d) Each Shareholder agrees to tender by wire or check for consideration of the purchase price of the Shares being purchased by such Shareholder on the date hereof, provided that immediately upon tender of the consideration for such Shares described in Section 1(a) and (b), the Company will issue such Shares. (e) Each Shareholder Investor acknowledges to the Company that the Investor has received and has had ample opportunity to ask questions regarding each of the following documents: (i) the Amended and Restated Certificate of Incorporation and the other Shareholders that such Shareholder understands Amended and agreesRestated By-laws of the Company; (ii) the organizational chart and accompanying summary of capitalization for the Company and its subsidiaries and (iii) all agreements, as follows: THE SHARES HAVE NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES ARE VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE SHARES NOR IS ANY LIKELY TO DEVELOP. THE COMPANY AND ITS SUBSIDIARIES HAVE BORROWED instruments and documents set forth in Exhibit 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 IN THE SHARES AND THAT SUCH SHAREHOLDER UNDERSTANDS SUCH SHAREHOLDER MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELYattached hereto (the documents referred to in clauses (i) through (iii), collectively the “Operative Documents”).