EXHIBIT 10.1 FORM OF REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2006 (this "Agreement"), is made among CASTLEWOOD HOLDINGS LIMITED, a Bermuda company (the "Company"), TRIDENT II, L.P., a Cayman Islands limited...Registration Rights Agreement • July 11th, 2006 • Castlewood Holdings LTD • New York
BACKGROUNDEmployment Agreement • July 11th, 2006 • Castlewood Holdings LTD
WITNESETH:License Agreement • July 11th, 2006 • Castlewood Holdings LTD • New York
RECITALIndemnification Agreement • July 11th, 2006 • Castlewood Holdings LTD
EXHIBIT 10.4 May 23, 2006 To the undersigned parties Reference is made to the transactions contemplated by (i) the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 23, 2006, among Castlewood Holdings Limited, a Bermuda company...Recapitalization Agreement • July 11th, 2006 • Castlewood Holdings LTD
Reference is made to the transactions contemplated by (i) the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 23, 2006, among Castlewood Holdings Limited, a Bermuda company ("Castlewood"), The Enstar Group, Inc., a Georgia corporation ("Enstar") and CWMS Subsidiary Corp., a Georgia corporation and (ii) the Recapitalization Agreement (the "Recapitalization Agreement"), dated as of May 23, 2006, among Castlewood, Enstar and the other parties named on the signature pages thereto. Capitalized terms used herein without definition have the meanings given to them in the Merger Agreement or if not so defined in the Merger Agreement, the Recapitalization Agreement.
EXHIBIT 10.5 May 23, 2006 T. Whit Armstrong T. Wayne Davis The Enstar Group, Inc. The Thompson House 401 Madison Avenue Montgomery, Alabama 36104 Reference is made to the transactions (the "Transactions") contemplated by (i) the Agreement and Plan of...Merger Agreement • July 11th, 2006 • Castlewood Holdings LTD • New York
EXHIBIT 10.3 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement"), dated as of May 23, 2006, is by and among Castlewood Holdings Limited, a Bermuda company ("Parent"), The Enstar Group, Inc., a Georgia corporation (the "Company")...Indemnification Agreement • July 11th, 2006 • Castlewood Holdings LTD • New York
