Attached files

file filename
EX-10.1 - EXCESS OF LOSS RETROCESSION CONTRACT - OXBRIDGE RE HOLDINGS Ltdd626304dex101.htm
EX-10.2 - EXCESS OF LOSS RETROCESSION CONTRACT - OXBRIDGE RE HOLDINGS Ltdd626304dex102.htm
EX-10.3 - EXECUTIVE EMPLOYMENT AGREEMENT - OXBRIDGE RE HOLDINGS Ltdd626304dex103.htm
EX-10.4 - OFFER OF EMPLOYMENT FROM OXBRIDGE - OXBRIDGE RE HOLDINGS Ltdd626304dex104.htm
EX-10.5 - LICENSE AGREEMENT - OXBRIDGE RE HOLDINGS Ltdd626304dex105.htm
EX-10.6 - UNDERWRITING ADVISORY AGREEMENT - OXBRIDGE RE HOLDINGS Ltdd626304dex106.htm
EX-10.7 - FORM OF ESCROW AGREEMENT - OXBRIDGE RE HOLDINGS Ltdd626304dex107.htm
EX-1.1 - FORM OF SALES AGENCY AGREEMENT. - OXBRIDGE RE HOLDINGS Ltdd626304dex11.htm
EX-23.2 - CONSENT OF HACKER, JOHNSON & SMITH, PA. - OXBRIDGE RE HOLDINGS Ltdd626304dex232.htm
EX-3.1 - SECOND AMENDED AND RESTATED MEMO AND ARTICLE OF ASSOCIATION - OXBRIDGE RE HOLDINGS Ltdd626304dex31.htm
EX-4.1 - FORM OF WARRANT AGREEMENT - OXBRIDGE RE HOLDINGS Ltdd626304dex41.htm
EX-4.2 - FORM OF WARRANT AGREEMENT - OXBRIDGE RE HOLDINGS Ltdd626304dex42.htm
EX-21.1 - SUBSIDIARIES OF THE REGISTRANT - OXBRIDGE RE HOLDINGS Ltdd626304dex211.htm
S-1 - REGISTRATION STATEMENT - OXBRIDGE RE HOLDINGS Ltdd626304ds1.htm

Exhibit 10.8

                    , 2014

Capitol Securities Management, Inc.

100 Concourse Boulevard, Suite 101

Glen Allen, Virginia 23059

Attention: Mr. L. McCarthy Downs, III

 

  Re: Public Offering of Oxbridge Re Holdings Limited

Ladies and Gentlemen:

The undersigned, a holder of ordinary shares, par value $0.0001 per share (“Ordinary Shares”), or rights to acquire Ordinary Shares, of Oxbridge Re Holdings Limited, a Cayman Islands exempted company (the “Company”), understands that Capitol Securities Management, Inc. (“Capitol”), as Representative of certain firms (the “Sales Agents”), proposes to enter into an Sales Agency Agreement (the “Sales Agency Agreement”) with the Company providing for the public offering (the “Public Offering”) by the several Sales Agents of units, with each unit consisting of one ordinary share, $0.0001 par value, and one warrant, of the Company (the “Securities”).

In connection with the Public Offering, Capitol is requiring each of the Company’s officers, directors and shareholders owning five percent (5%) or more of the outstanding Ordinary Shares after the offering contemplated hereby to enter into lock-up agreements designed to prohibit the sale of the Ordinary Shares held (nominally or beneficially) by those individuals and entities (in any manner, including pursuant to Rule 144 under the Act) for a period of 180 days following the closing of the Public Offering. These so called lock-ups are intended to induce Sales Agents that may participate in the Public Offering to continue their efforts in connection with the Public Offering and to allow the Securities to be traded for a period of time before influential owners may sell their Ordinary Shares.

For other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees for the benefit of the Company and the Sales Agents that, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the closing of the Public Offering (the “Lock-Up Period”), directly or indirectly (1) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, any Ordinary Shares or any securities directly or indirectly convertible into or exercisable or exchangeable for Ordinary Shares owned either of record or beneficially (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by the undersigned on the date hereof or hereafter acquired or (2) enter into any swap or other agreement or arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, or publicly announce an intention to do any of the foregoing. The foregoing sentence shall not apply to:

(i) the sale of Ordinary Shares pursuant to the Sales Agency Agreement;

(ii) transactions relating to Ordinary Shares acquired in open market transactions after the completion of the Public Offering, or the exercise of any stock option to purchase Ordinary Shares pursuant to any benefit plan of the Company;


(iii) transfers of Ordinary Shares or any security directly or indirectly convertible into or exercisable or exchangeable for Ordinary Shares as a bona fide gift or in connection with estate planning, including but not limited to, dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned and dispositions from any grantor retained annuity trust established for the direct benefit of the undersigned and/or a member of the immediate family of the undersigned, or by will or intestacy;

(iv) distributions of Ordinary Shares or any security directly or indirectly convertible into or exercisable or exchangeable for Ordinary Shares to limited partners, members, stockholders or affiliates of the undersigned, or to any partnership, corporation or limited liability company controlled by the undersigned or by a member of the immediate family of the undersigned; or

(v) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares, provided that such plan does not provide for the transfer of Ordinary Shares during the Lock-Up Period.

provided, however, that (a) in the case of any transfer or distribution pursuant to clause (iii) or (iv), each donee or distributee shall sign and deliver a lock-up letter agreement substantially in the form of this letter agreement (the “Lock-Up Agreement”) and (b) in the case of any transaction pursuant to clauses (iii), (iv) or (v), such transaction is not required to be reported during the Lock-Up Period by anyone in any public report or filing with the Securities and Exchange Commission or otherwise (other than a required filing on Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) and no such filing shall be made voluntarily during the Lock-Up Period. In addition, the undersigned agrees that, without the prior written consent of Capitol on behalf of the Sales Agents, the undersigned will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Ordinary Shares or any security directly or indirectly convertible into or exercisable or exchangeable for Ordinary Shares.

Notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed in this Lock-Up Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless Capitol waives, in writing, such extension.

The undersigned hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the 34th day following the scheduled expiration of the Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take such action unless it has received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to the preceding paragraph) has expired.

In furtherance of the foregoing, (1) the undersigned also agrees and consents to the entry of stop transfer instructions with any duly appointed transfer agent for the registration or transfer of the securities described herein against the transfer of any such securities except in compliance with the foregoing restrictions, and (2) the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. The undersigned hereby waives any applicable notice requirement concerning the Company’s intention to file a prospectus in connection with the Public Offering and sell Securities thereunder.

 

2


The undersigned understands that the Company and the Sales Agents are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to a Sales Agency Agreement, the terms of which are subject to negotiation between the Company and the Sales Agents and there is no assurance that the Company and the Sales Agents will enter into a Sales Agency Agreement with respect to the Public Offering or that the Public Offering will be consummated.

This Lock-Up Agreement shall automatically terminate upon the earliest to occur, if any, of (1) either Capitol on behalf of the Sales Agents, on the one hand, or the Company, on the other hand, advising the other in writing, prior to the execution of the Sales Agency Agreement, that they have determined not to proceed with the Public Offering, (2) termination of the Sales Agency Agreement before the sale of any Securities to the Sales Agents, (3) the withdrawal of the registration statement filed with the Securities and Exchange Commission with respect to the Public Offering, or (4)             , 2014, in the event that the Sales Agency Agreement has not been executed by that date.

[Signature page follows]

 

3


This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

 

Very truly yours,
 

 

[Name]