SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT between NORTHSHORE HOLDINGS LIMITED and THE SHAREHOLDERS NAMED HEREIN dated as of December 23, 2015Shareholder Agreement • December 30th, 2015 • Enstar Group LTD • Fire, marine & casualty insurance • New York
This Second Amended and Restated Shareholders’ Agreement (this “Agreement”), dated as of December 23, 2015 (“Effective Date”), is entered into among Northshore Holdings Limited, a Bermuda exempted company (the “Company”), North Bay Holdings Limited, a Bermuda exempted company (“North Bay”), Atrium Nominees Limited (the “Atrium Nominee”), and 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 North Bay and the Atrium Nominee, the “Shareholders”).
VOTING AND SHAREHOLDERS’ AGREEMENT between NORTH BAY HOLDINGS LIMITED and THE SHAREHOLDERS NAMED HEREIN dated as of December 23, 2015Voting and Shareholders’ Agreement • December 30th, 2015 • Enstar Group LTD • Fire, marine & casualty insurance • New York
This Voting and Shareholders’ Agreement (this “Agreement”), dated as of December 23, 2015 (“Effective Date”), is entered into among North Bay 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 3.02 hereof, Atrium Nominees Limited (“Atrium Nominees”), a UK limited company, Northshore Holdings Limited, a Bermuda exempted company (“Northshore”),
