EXCHANGE AGREEMENT among KAYLARE HOLDINGS, LTD., HILLHOUSE FUND III, L.P TRIDENT V, L.P., TRIDENT V PARALLEL FUND, L.P., TRIDENT V PROFESSIONALS FUND, L.P., SOURIS PARTNERS, LLC andExchange Agreement • February 8th, 2018 • Enstar Group LTD • Fire, marine & casualty insurance • Delaware
Contract Type FiledFebruary 8th, 2018 Company Industry JurisdictionThis Exchange Agreement (this “Agreement”) is dated as of February 2, 2018, by and among Enstar Group Limited (“Enstar”), KaylaRe Holdings, Ltd. (“KaylaRe”), HH KaylaRe Holdings, Ltd. (“HH”), Hillhouse Fund III, L.P. (“HH Fund”), Trident V, L.P., Trident V Parallel Fund, L.P. and Trident V Professionals Fund, L.P. (collectively, “Trident”) and Souris Partners, LLC (“Dowling”). HH, Trident and Dowling are collectively referred to herein as the “Shareholders.” Cavello Bay Reinsurance Limited, an affiliate of Enstar (“Cavello”), is also a party to this Agreement for the sole purpose of consenting to the terms of Section 4.3 hereof.