0001363829-23-000201 Sample Contracts

PURCHASE AGREEMENT
Purchase Agreement • November 13th, 2023 • Enstar Group LTD • Fire, marine & casualty insurance

This Purchase Agreement (this “Agreement”) is dated as of November 7, 2023, by and between Trident Public Equity LP, a Delaware limited partnership (“Trident”), and Enstar Group Limited, a Bermuda exempted company (“Enstar”).

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PURCHASE AGREEMENT
Purchase Agreement • November 13th, 2023 • Enstar Group LTD • Fire, marine & casualty insurance

This Purchase Agreement (this “Agreement”) is dated as of November 7, 2023 by and among Canada Pension Plan Investment Board, a Canadian federal Crown corporation (“CPPIB”), CPPIB Epsilon Ontario Limited Partnership, an Ontario limited partnership (“CPPIB LP,” and together with CPPIB, the “CPPIB Parties”), and Enstar Group Limited, a Bermuda exempted company (“Enstar”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 13th, 2023 • Enstar Group LTD • Fire, marine & casualty insurance • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of November 8, 2023 (this “Agreement”), is made among ENSTAR GROUP LIMITED, a Bermuda company (the “Company”), ELK EVERGREEN INVESTMENTS, LLC, a Delaware limited liability company (“Evergreen”), and ELK CYPRESS INVESTMENTS, LLC (together with Evergreen, the “Sixth Street Entities”).

SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • November 13th, 2023 • Enstar Group LTD • Fire, marine & casualty insurance • New York

This SHAREHOLDER RIGHTS AGREEMENT, dated as of November 8, 2023 (this “Agreement”), is made between (i) ENSTAR GROUP LIMITED, a Bermuda exempted company with liability limited by shares (the “Company”), and (ii) ELK EVERGREEN INVESTMENTS, LLC, a Delaware limited liability company, and ELK CYPRESS INVESTMENTS, LLC, a Delaware limited liability company (collectively, clause (ii), the “Sixth Street Shareholders” and each, a “Sixth Street Shareholder”).

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