REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 21st, 2011 • Enstar Group LTD • Fire, marine & casualty insurance • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of April 20, 2011 (this “Agreement”), is made among ENSTAR GROUP LIMITED, a Bermuda company (the “Company”) and GSCP VI AIV Navi, Ltd., GSCP VI Offshore Navi, Ltd., GSCP VI Parallel AIV Navi, Ltd. and GSCP VI Employee Navi, Ltd., each a Cayman Islands exempted company, and GSCP VI GmbH Navi, L.P., a Cayman Islands limited partnership (collectively, the “Shareholder”).
ENSTAR GROUP LIMITED WARRANT FOR THE PURCHASE OF SERIES A-1 CONVERTIBLE PARTICIPATING NON-VOTING PERPETUAL PREFERENCE SHARES OR SERIES C NON-VOTING ORDINARY SHARES OF ENSTAR GROUP LIMITEDEnstar Group LTD • April 21st, 2011 • Fire, marine & casualty insurance • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH.
INVESTMENT AGREEMENT dated as of April 20, 2011 among GSCP VI AIV NAVI, LTD., GSCP VI OFFSHORE NAVI, LTD., GSCP VI PARALLEL AIV NAVI, LTD., GSCP VI GMBH NAVI, L.P., GSCP VI EMPLOYEE NAVI, LTD. and ENSTAR GROUP LIMITEDInvestment Agreement • April 21st, 2011 • Enstar Group LTD • Fire, marine & casualty insurance • New York
AGREEMENT (as the same may be amended from time to time in accordance with its terms, this “Agreement”) dated as of April 20, 2011 among GSCP VI AIV Navi, Ltd., GSCP VI Offshore Navi, Ltd., GSCP VI Parallel AIV Navi, Ltd. and GSCP VI Employee Navi, Ltd., each a Cayman Islands exempted company, and GSCP VI GmbH Navi, L.P., a Cayman Islands limited partnership (collectively, “Buyer”), and Enstar Group Limited, a Bermuda exempted company (the “Company”).
VOTING AGREEMENTVoting Agreement • April 21st, 2011 • Enstar Group LTD • Fire, marine & casualty insurance • New York
AGREEMENT, dated as of April 20, 2011 between Enstar Group Limited, a Bermuda exempted company (the “Company”), and [SHAREHOLDER] (“Shareholder”).
