VOTING AGREEMENTVoting Agreement • April 29th, 2011 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
AGREEMENT, dated as of April 20, 2011 between Enstar Group Limited, a Bermuda exempted company (the “Company”), and Beck, Mack & Oliver LLC (“Shareholder”).
GS Capital Partners VI Parallel, L.P. c/o GS Capital Partners New York, NY 10282-2198 Dear Sirs:Letter Agreement • April 29th, 2011 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies
This letter agreement (the “Letter Agreement”) will confirm our agreement that, in connection with an investment by one of your affiliated funds in Enstar Group Limited (the “Company”), GS Capital Partners VI Parallel, L.P. (“Investor”) will be entitled to the following contractual management rights relating to the Company (collectively, the “VCOC Rights”):
JOINT FILING AGREEMENTJoint Filing Agreement • April 29th, 2011 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Ordinary Shares, par value US$1.00 per share, of Enstar Group Limited and further agree to the filing of this agreement as an exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.
VOTING AGREEMENTVoting Agreement • April 29th, 2011 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
AGREEMENT, dated as of April 20, 2011 between Enstar Group Limited, a Bermuda exempted company (the “Company”), and Akre Capital Management, LLC (“Shareholder”).
