EXHIBIT 2.2
Xxxxx 00, 0000
XXXX Limited
Xxxxxxxxxx Xxxxx
0 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx XX00
Dear Sirs:
The undersigned understands that EXEL Limited ("Parent"), Mid Ocean
Limited (the "Company") and a new holding company ("New Parent") are entering
into an Agreement and Plan of Amalgamation (the "Agreement") on the date of this
letter, pursuant to which by virtue of schemes of arrangement under Cayman
Islands law (the "Schemes"), (i) each Class A Share, par value $.20 per share
("Class A Common") of the Company, issued and outstanding as of the effective
date of the Schemes will cease to exist and there will be allotted and issued to
the holder thereof in exchange therefor that number of Common Shares, par value
$.01 per share, of New Parent ("New Parent Common Voting Shares") equal to the
Exchange Ratio (as defined in the Agreement), and (ii) each Class B Share, par
value $.20 per share ("Class B Common"), and Class C Share, par value $.20 per
share ("Class C Common"), of the Company (the Class A Common, Class B Common and
Class C Common, collectively, the "Company Common Shares") issued and
outstanding as of the effective date of the Schemes will cease to exist and
there will be allotted and issued to the holder thereof in exchange therefor
that number of Non-Voting Common Shares, par value $.01 per share, of New Parent
("New Parent Non-Voting Shares") equal to the Exchange Ratio.
The undersigned is a stockholder of the Company (the "Stockholder")
and is entering into this letter agreement to induce you to enter into the
Agreement and to consummate the transactions contemplated thereby.
The Stockholder confirms its agreement with you as follows:
1. The undersigned represents, warrants and agrees that Schedule I annexed
hereto sets forth the number (and classes) of shares of the Company of which the
undersigned is the record or beneficial owner (the "Shares") and that the
undersigned is on the date hereof the lawful owner of the number of shares set
forth in Schedule I, free and clear of all liens, charges, encum-
brances, voting agreements and commitments of every kind, except as disclosed in
Schedule I or created under this Agreement. Except as set forth in Schedule I,
the undersigned does not own or hold any rights to acquire any additional shares
or other securities of the Company or any interest therein or any voting rights
with respect to any additional shares, other than as previously disclosed to
you.
2. The Stockholder agrees that, from the date hereof until the Agreement is
terminated in accordance with its terms, it will not sell, contract to sell,
pledge or otherwise transfer or dispose of any of the Shares or any interest
therein or securities convertible thereinto or any voting rights with respect
thereto, other than pursuant to the Schemes, or otherwise with Parent's prior
written consent.
3. The Stockholder agrees that, from the date hereof until the Agreement is
terminated in accordance with its terms, all of the Company Common Shares
(including the Shares) beneficially owned by the Stockholder, or over which the
Stockholder has voting power or control, directly or indirectly, in each case at
the record date for any meeting of stockholders of the Company called to
consider and vote, or for any solicitation of consents, to approve the Agreement
and/or the transactions contemplated thereby will be voted by the Stockholder in
favor thereof; provided that, if the Board of Directors of the Company
recommends that the shareholders of the Company vote against the Agreement and
the Schemes or in favor of a competing transaction, then the Stockholder agrees
that it shall vote the Shares for or against the Agreement and the Schemes or
such competing transaction in the same proportion as the holders of Company
Common Shares (other than the Stockholder) vote for or against the Agreement and
the Schemes or such competing transaction. Moreover, the Stockholder waives its
right to a class vote in connection with the Agreement to the extent permitted
by Cayman Islands law and the court.
4. The Stockholder agrees to, and will cause any company, trust or other
entity controlled by the Stockholder to, cooperate fully with you in connection
with the Agreement and the transactions contemplated thereby. The Stockholder
agrees that it will not, and will not permit any such company, trust or other
entity to, directly or indirectly (including through its officers, directors,
employees or other representatives) initiate, solicit or encourage any
discussions, inquiries or proposals with any third party relating to the
disposition of any significant portion of the business or assets of the Company
or the acquisition of any capital stock or other securities of the Company or
the business combination, merger or consolidation of the Company with any person
or any similar transaction (each such transaction
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being referred to herein as an "Acquisition Transaction"), or provide any such
person with information or assistance or negotiate with any such person with
respect to an Acquisition Transaction or agree to or otherwise assist in the
effectuation of any Acquisition Transaction. Nothing in this paragraph 4 should
be deemed to prohibit the stockholder from voting its Shares as provided in
paragraph 3.
5. Parent and New Parent agree that the Articles of Association of New
Parent will provide for a separate class of New Parent Non-Voting Shares (which
shall be identical in all respects to New Parent Voting Common Shares except
that they shall not be entitled to vote (and except as indicated in paragraph 6
below), and which shall be convertible into New Parent Voting Common Shares) and
New Parent will issue such New Parent Non-Voting Shares to Stockholder in the
Schemes in exchange for all of the Class B Common and Class C Common held by
Stockholder.
6. The Stockholder agrees that (i) the Articles of Incorporation of New
Parent shall provide that such New Parent Non-Voting Shares shall not be
entitled to vote separately as a class, (ii) the Stockholder shall vote any such
New Parent Non-Voting Shares in accordance with the recommendations of the Board
of Directors of New Parent in any separate class vote to which such Class Shares
may be entitled by law, so long as such New Parent Non-Voting Shares are treated
equally with the New Parent Voting Common Shares in such matter, and (iii) the
Stockholder further agrees that it will convert such New Parent Non-Voting
Shares into New Parent Voting Common Shares prior to or upon any sale or
transfer thereof (other than any transfer to an affiliate of the Stockholder).
7. The Stockholder has all necessary power and authority to enter into this
letter agreement. This agreement is the legal, valid and binding agreement of
the undersigned, and is enforceable against the undersigned in accordance with
its terms.
This letter agreement shall automatically terminate upon termination
of the Agreement in accordance with its terms.
Nothing herein shall be construed to require the Stockholder or any
company, trust or other entity controlled by the Stockholder to take any action
or fail to take any action in violation of applicable law, rule or regulation.
Further, any action taken by a nominee of the Stockholder to the Company's Board
of Directors solely in such person's capacity as a director of the Company (and
not in the Stockholder's capacity as a shareholder) shall not be deemed to
violate the provisions hereof.
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Please confirm that the foregoing correctly states the understanding
between us by signing and returning to us a counterpart hereof. The Stockholder
agrees that money damages would not be an adequate remedy for violation of its
obligations hereunder and that this letter agreement shall be specifically
enforceable against the Stockholder.
Very truly yours,
XX XXXXXX CAPITAL CORPORATION
By: /s/ X.X. Xxxxxxxx
Title: Vice President
Confirmed on the date first above written.
EXEL LIMITED
By: /s/Xxxxx X. X'Xxxx
President and Chief Executive Officer
EXEL MERGER CO. LTD.
By: /s/Xxxxx X. X'Xxxx
President and Chief Executive Officer
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