AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT between BAYSHORE HOLDINGS LIMITED and THE SHAREHOLDERS NAMED HEREIN dated as of May 8th, 2014Shareholders’ Agreement • August 11th, 2014 • Enstar Group LTD • Fire, marine & casualty insurance • New York
This Amended and Restated Shareholders’ Agreement (this “Agreement”), dated as of May 8th, 2014, is entered into among Bayshore Holdings Limited, a Bermuda exempted company (the “Company”), Kenmare Holdings Ltd (the “Enstar Shareholder”), Trident V, L.P., Trident V Parallel Fund, L.P. and Trident V Professionals Fund, L.P. (each, a “Trident Shareholder” and, collectively, the “Trident Shareholders” and, together with the Enstar Shareholder, the “Initial Shareholders”), Dowling Capital Partners I, L.P. (the “Dowling Shareholder”), each other Person who after the date hereof acquires Common Shares of the Company and becomes a party to this Agreement by executing a Joinder Agreement (such Persons, collectively with the Initial Shareholders and the Dowling Shareholder, the “Shareholders”) and, solely for purposes of Section 3.05 hereof, Enstar Group Limited (“Enstar”).
SAR AWARD AGREEMENT UNDER THE ENSTAR GROUP LIMITED 2006 EQUITY INCENTIVE PLAN ( YEAR VESTING – CASH SETTLED)Sar Award Agreement • August 11th, 2014 • Enstar Group LTD • Fire, marine & casualty insurance
This SAR Award Agreement (this “Agreement”) is entered into as of the Grant Date (as defined below), by and between the Grantee (as defined below) and Enstar Group Limited (the “Company”). Except as otherwise defined herein, capitalized terms used in this Agreement have their respective meanings set forth in the Plan (as defined below).
RESTRICTED STOCK AWARD AGREEMENT UNDER THE ENSTAR GROUP LIMITED 2006 EQUITY INCENTIVE PLAN ( YEAR VESTING)Restricted Stock Award Agreement • August 11th, 2014 • Enstar Group LTD • Fire, marine & casualty insurance
This Restricted Stock Award Agreement (this “Agreement”) is entered into as of the Grant Date (as defined below), by and between the Participant (as defined below) and Enstar Group Limited (the “Company”). Except as otherwise defined herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan (as defined below).
