GBLIL Global Indemnity Group LLC

PROPOSAL NUMBER FOUR: THE ADJOURNMENT PROPOSAL

Holders of GI Cayman ordinary shares may be asked at the extraordinary general meeting to authorize the chairman of the extraordinary general meeting to adjourn the extraordinary general meeting to a later date or time if necessary or appropriate to solicit additional proxies in favor of the Scheme EGM Proposal and/or the GI Bermuda Transaction Proposal, as applicable and as necessary or appropriate, if there are insufficient votes at the time of the extraordinary general meeting to approve the applicable meeting proposals.

Required Vote

In order to approve the Adjournment Proposal, we must obtain the affirmative vote of GI Cayman’s ordinary shares representing more than 50% of the votes cast in respect of all GI Cayman ordinary shares voted, in person via live webcast or by proxy, at the extraordinary general meeting .

Please see “The Shareholder Meetings—Votes of Shareholders Required for Approval” for more information on the vote required.

Effect of Proposal

The power to adjourn the extraordinary general meeting affords the chairman of the extraordinary general meeting the authority to adjourn the meeting to a later date or time if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the necessary meeting proposals at the time of the extraordinary general meeting.

Board Recommendation

Our Board unanimously recommends that our shareholders vote “FOR” approval of the Adjournment Proposal at the extraordinary general meeting, if necessary.

Resolution

“THAT the chairman of the extraordinary general meeting be and is hereby authorized to adjourn such meeting to such date and time as necessary or appropriate.”

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MATERIAL TAX CONSIDERATIONS RELATING TO THE TRANSACTION

This section contains a general discussion of certain material tax consequences to holders of GI Cayman ordinary shares of the Scheme of Arrangement and the ownership and disposition of GI Delaware common shares received upon the effectiveness of the Scheme of Arrangement. This discussion is not a substitute for an individual analysis of the tax consequences of the Transaction, post-Transaction ownership and disposition of GI Delaware common shares or post-Transaction operations of GI Delaware. You should consult your own tax advisors regarding the particular U.S. federal, state and local, Cayman Island and other tax consequences of these matters in light of your particular situation.

U.S. Federal Income Tax Considerations

Scope of Discussion

This section summarizes certain U.S. federal income tax consequences of the Scheme of Arrangement to U.S. Holders (as defined below) of GI Cayman ordinary shares and to both U.S. Holders and Non-U.S. Holders (as defined below) of the ownership and disposition of GI Delaware common shares received upon the effectiveness of the Scheme of Arrangement. This summary addresses only holders who hold GI Cayman ordinary shares, and who will hold GI Delaware common shares, as capital assets (generally, property held for investment purposes). This summary does not address all potentially relevant U.S. federal income tax matters, and unless otherwise specifically provided, it does not address any state, local, foreign, alternative minimum, unearned income “Medicare” contribution, estate or gift tax consequences to holders.

This summary is based upon the U.S. Internal Revenue Code of 1986, as amended (the “Code”), administrative pronouncements and rulings of the IRS, judicial decisions and existing and proposed U.S. Treasury Regulations, changes to any of which subsequent to the date of this proxy statement may affect the tax consequences described herein, possibly on a retroactive basis. This summary is for general guidance only and does not address the consequences applicable to certain categories of shareholders subject to special treatment under the Code, including tax exempt organizations, pass through entities, certain financial institutions, insurance companies, qualified retirement plans, individual retirement accounts or other tax deferred accounts, persons that hold GI Cayman ordinary shares, or who will hold GI Delaware common shares, as part of a straddle, hedging transaction, conversion transaction, constructive sale or other arrangement involving more than one position, persons that acquired GI Cayman ordinary shares in connection with the exercise of employee stock options or otherwise as compensation for services, dealers in securities or foreign currencies, traders in securities that elect to use a mark to market method of accounting, U.S. persons whose functional currency (as defined in the Code) is not the U.S. dollar, former citizens or permanent residents of the United States, or persons that own directly, indirectly or constructively 10% or more of our shares by voting power or by value. This discussion also does not address the tax consequences to a shareholder, beneficiary or other owner of a holder of shares who owns shares indirectly through another entity. Shareholders are urged to consult their own tax advisors with regard to the application of the income tax laws of the United States and any other taxing jurisdiction to their particular circumstances.

As used herein, the term “U.S. Holder” means any beneficial owner of GI Cayman ordinary shares who, for U.S. federal income tax purposes, is: (i) a citizen or individual resident of the United States; (ii) a corporation (or other entity classified as a corporation for U.S. federal tax purposes) organized under the laws of the United States or of any state thereof or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source, and (iv) a trust (A) if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) that has elected to be treated as a U.S. person under applicable U.S. Treasury Regulations. The term “Non-U.S. Holder” means any beneficial owner of GI Cayman ordinary shares who, for U.S. federal income tax purposes, is neither a U.S. Holder nor a partnership.

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If a partnership (or other entity or arrangement treated as a partnership for U.S. federal tax purposes) holds GI Cayman ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Partnerships (or other entities or arrangements classified as a partnership for U.S. federal tax purposes) holding GI Cayman ordinary shares and their partners and other owners are urged to consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.

U.S. Tax Considerations of the Scheme of Arrangement

The Scheme of Arrangement will be treated as a taxable exchange for U.S. federal income tax purposes. Each holder of GI Cayman ordinary shares generally will recognize gain or loss in the Transaction equal to the difference between (i) the fair market value of the GI Delaware common shares received in the Scheme of Arrangement, and (ii) such holder’s adjusted tax basis in the GI Cayman ordinary shares exchanged in the Scheme of Arrangement. If a U.S. Holder holds different blocks of GI Cayman ordinary shares (generally as a result of having acquired different blocks of shares at different times or at different prices), gain or loss is calculated separately with respect to each block of shares. A shareholder’s initial tax basis in GI Cayman ordinary shares generally will equal the shareholder’s cost of acquiring such shares. Such gain or loss will be long-term capital gain or loss provided that the U.S. Holder’s holding period for such GI Cayman ordinary shares is more than one year at the time of the Scheme of Arrangement. Certain U.S. Holders (including individuals) may be eligible for preferential rates of U.S. federal income tax in respect of long-term capital gains. The deductibility of capital losses is subject to limitations.

Each shareholder will have an initial tax basis in its GI Delaware common shares received in the Scheme of Arrangement equal to such share’s fair market value at the time of the Scheme of Arrangement. The holding period for the GI Delaware ordinary shares will begin on the day following the Scheme of Arrangement.

U.S. Tax Considerations of the Ownership and Disposition of GI Delaware Common Shares

Partnership Tax Treatment

A partnership is not a taxable entity and incurs no U.S. federal income tax liability. Following the Transaction, GI Delaware is expected to be treated as a partnership for U.S. federal income tax purposes and, therefore, generally will not be liable for entity-level U.S. federal income taxes. Instead, as described below, each partner of the partnership will take into account his share of items of income, gain, loss and deduction of the partnership in computing his U.S. federal income tax liability, regardless of whether cash distributions are made to him by the partnership. Distributions by a partnership to a partner are generally not taxable to the partnership or the partner unless the amount of cash distributed to the partner is in excess of the partner’s adjusted basis in his partnership interest. The operating subsidiaries of GI Delaware, however, generally will be corporations for U.S. federal income tax purposes (and not flow-throughs) and will be subject to U.S. federal income tax on their earnings.

Under the Code, unless certain exceptions apply, if an entity that would otherwise be classified as a partnership for U.S. federal income tax purposes is a “publicly traded partnership” (as defined in the Code) it will be treated and taxed as a corporation for U.S. federal income tax purposes. An entity that would otherwise be classified as a partnership is a publicly traded partnership if (i) interests in the entity are traded on an established securities market or (ii) interests in the entity are readily tradable on a secondary market or the substantial equivalent thereof.

A publicly traded partnership will, however, be treated as a partnership, and not as a corporation for U.S. federal income tax purposes, if 90% or more of its gross income during each taxable year consists of “qualifying income” within the meaning of the Code and it is not required to register as an investment company under the 1940 Act. Qualifying income generally includes interest (other than from a financial business), dividends, gains from the sale or other disposition of capital assets that generally produces dividends or interest, and certain other

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types of income generally not expected to be relevant to GI Delaware. We estimate that our investments will earn interest and dividends (including dividends from our U.S. subsidiaries and interest), capital gains, and other types of qualifying income. No assurance can be given as to the types of income that will be earned in any given year.

While we believe that under existing law we will be treated as a publicly traded partnership, we intend to manage our investments so that we will satisfy the qualifying income exception to the extent reasonably possible. There can be no assurance, however, that we will do so or that the IRS would not challenge our compliance with the qualifying income requirements and, therefore, assert that we should be taxable as a corporation for U.S. federal income tax purposes.

While we are organized as a limited liability company and intend to operate so that we will qualify to be treated for U.S. federal income tax purposes as a partnership, and not as an association or a publicly traded partnership taxable as a corporation, given the highly complex nature of the rules governing partnerships, the ongoing importance of factual determinations, and the possibility of future changes in our circumstances, no assurance can be given by us that we will so qualify for any particular year. As described above, our taxation as a partnership that is not a publicly traded partnership taxable as a corporation will depend on our ability to meet, on a continuing basis, through actual operating results, the “qualifying income exception” discussed above. No assurance can be given that the actual results of our operations for any taxable year will satisfy this qualifying income exception.

The references to “GI Delaware shareholders” in the discussion that follows are to persons who are treated as partners in GI Delaware for U.S. federal income tax purposes.

Tax Considerations for U.S. Holders of the Ownership and Disposition of GI Delaware Common Shares

Subject to the discussion below under “—Entity-Level Collections,” GI Delaware will not pay any U.S. federal income tax. Instead, each GI Delaware shareholder will be required to report on his income tax return his share of GI Delaware’s income, gains, losses and deductions for our taxable year ending with or within his taxable year without regard to whether we make cash distributions to him. Consequently, we may allocate income to a GI Delaware shareholder even if he has not received a cash distribution. Our taxable year ends on December 31. The characterization of an item of our income, gain, loss, deduction or credit generally will be determined at our (rather than at the holder’s) level.

Distributions by us to a GI Delaware shareholder generally will not be taxable to the GI Delaware shareholder for U.S. federal income tax purposes, except to the extent the amount of any such cash distribution exceeds his tax basis in his GI Delaware common shares immediately before the distribution. Our cash distributions in excess of a GI Delaware shareholder’s tax basis generally will be considered to be gain from the sale or exchange of the GI Delaware common shares, taxable in accordance with the rules described under “—Disposition of GI Delaware Common Shares.”

A GI Delaware shareholder’s tax basis in the GI Delaware common shares will be increased by his share of our income, and by any increases in his share of our liabilities, if any. That basis will be decreased, but not below zero, by distributions from us, by the GI Delaware shareholder’s share of our deductions and losses, and by any decreases in his share of our liabilities, if any. If the recognition of a GI Delaware shareholder’s allocable share of our losses would reduce its adjusted tax basis for its class A common share below zero, the recognition of such losses by such holder would be deferred to subsequent taxable years and will be allowed if and when such holder had sufficient tax basis so that such losses would not reduce such holder’s adjusted tax basis below zero.

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The deduction by a GI Delaware shareholder of his share of our losses will be limited to the tax basis in his GI Delaware common shares and, in the case of an individual GI Delaware shareholder, estate, trust, or corporate GI Delaware shareholder (if more than 50% of the value of the corporate GI Delaware shareholder’s stock is owned directly or indirectly by or for five or fewer individuals or some tax-exempt organizations), to the amount for which the GI Delaware shareholder is considered to be “at risk” with respect to our activities, if that is less than his tax basis. A GI Delaware shareholder subject to these limitations must recapture losses deducted in previous years to the extent that distributions cause his at-risk amount to be less than zero at the end of any taxable year. Losses disallowed to a GI Delaware shareholder or recaptured as a result of these limitations will carry forward and will be allowable as a deduction to the extent that his at-risk amount is subsequently increased, provided such losses do not exceed such GI Delaware shareholder’s tax basis in his GI Delaware common shares. Upon the taxable disposition of a GI Delaware common share, any gain recognized by a GI Delaware shareholder can be offset by losses that were previously suspended by the at-risk limitation but may not be offset by losses suspended by the basis limitation. Any loss previously suspended by the at-risk limitation in excess of that gain would no longer be utilizable.

In general, a GI Delaware shareholder will be at risk to the extent of the tax basis of his GI Delaware common shares, excluding any portion of that basis attributable to his share of our nonrecourse liabilities, reduced by (i) any portion of that basis representing amounts otherwise protected against loss because of a guarantee, stop loss agreement or other similar arrangement and (ii) any amount of money he borrows to acquire or hold his GI Delaware common shares, if the lender of those borrowed funds owns an interest in us, is related to the GI Delaware shareholder or can look only to the GI Delaware common shares for repayment. A GI Delaware shareholder’s at-risk amount will increase or decrease as the tax basis of the GI Delaware shareholder’s GI Delaware common shares increases or decreases, other than tax basis increases or decreases attributable to increases or decreases in his share of our nonrecourse liabilities.

In addition to the basis and at-risk limitations on the deductibility of losses, the passive loss limitations generally provide that individuals, estates, trusts and some closely-held corporations and personal service corporations can deduct losses from passive activities, which are generally trade or business activities in which the taxpayer does not materially participate, only to the extent of the taxpayer’s income from those passive activities. The passive loss limitations are applied separately with respect to each publicly traded partnership. Consequently, any passive losses we generate will only be available to offset our passive income generated in the future and will not be available to offset income from other passive activities or investments, including our investments or a GI Delaware shareholder’s investments in other publicly traded partnerships, or the GI Delaware shareholder’s salary, active business or other income. Passive losses that are not deductible because they exceed a GI Delaware shareholder’s share of income we generate may be deducted in full when he disposes of his entire investment in us in a fully taxable transaction with an unrelated party. The passive loss limitations are applied after other applicable limitations on deductions, including the basis and at-risk limitations.

Though certain other limitations apply to flow-through operations, we don’t expect these limitations to apply to GI Delaware shareholders because GI Delaware does not intend to operate a trade or business at the partnership level.

The deductibility of an individual’s or other non-corporate holder’s “investment interest expense” for U.S. federal income tax purposes is limited to the amount of that holder’s “net investment income”. Investment interest expense would generally include the holder’s allocable share of interest expense incurred by us, if any, and investment interest expense incurred by the holder on any loan incurred to purchase or carry GI Delaware common shares. Net investment income includes gross income from property held for investment and amounts treated as portfolio income, such as dividends and interest, under the passive activity loss rules, less deductible expenses, other than interest, directly connected with the production of investment income. For this purpose, any

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long-term capital gain or qualifying dividend income of a holder that is a U.S. person that is taxable at long-term capital gains rates is excluded from net investment income, unless the holder elects to pay tax on such gain or dividend income at ordinary income rates.

If we are required or elect under applicable law to pay any federal, state, local or foreign income tax on behalf of any GI Delaware shareholder or any former GI Delaware shareholder, we are authorized to pay those taxes from our funds. That payment, if made, will be treated as a distribution of cash to the GI Delaware shareholder on whose behalf the payment was made. Because the documentation we receive may not properly reflect the identities of shareholders at any particular time, we may over-withhold or under-withhold with respect to a particular shareholder. Payments by us as described above could give rise to an overpayment of tax on behalf of an individual GI Delaware shareholder in which event the GI Delaware shareholder would be required to file a claim in order to obtain a credit or refund.

For each of our fiscal years, items of income, gain, loss, deduction or credit recognized by us will be allocated among the holders of GI Delaware common shares in accordance with their allocable share of GI Delaware’s items of income, gain, loss, deduction and credit. A holder’s allocable share of such items will be determined by the GI Delaware’s limited liability company agreement, provided such allocations either have “substantial economic effect” or are determined to be in accordance with the holder’s interest in us. If the allocations provided by our agreement were successfully challenged by the IRS, the redetermination of the allocations to a particular holder for U.S. federal income tax purposes could be less favorable than the allocations set forth in our agreement.

We may derive taxable income from an investment that is not matched by a corresponding distribution of cash. This could occur, for example, if we used cash to make an investment or to pay liabilities instead of distributing profits. In addition, our investment practices could be subject to special provisions under the Code that, among other things, may affect the timing and character of the gains or losses recognized by us. These provisions may also require us to accrue original issue discount or be treated as having sold securities for their fair market value, both of which may cause us to recognize income without receiving cash with which to make distributions. To the extent that there is a discrepancy between our recognition of income and our receipt of the related cash payment with respect to such income, income likely will be recognized prior to our receipt and distribution of cash. Accordingly, it is possible that the U.S. federal income tax liability of a holder with respect to its allocable share of our earnings in a particular taxable year could exceed the cash distributions to the holder for the year, thus giving rise to an out-of-pocket payment by the holder.

Gain or loss will be recognized on a sale of GI Delaware common shares equal to the difference between the amount realized and the GI Delaware shareholder’s tax basis in the GI Delaware common shares sold. A GI Delaware shareholder’s amount realized will be measured by the sum of the cash and the fair market value of other property received by him plus his share of our nonrecourse liabilities. Because the amount realized includes a GI Delaware shareholder’s share of our nonrecourse liabilities, the gain recognized on the sale of GI Delaware common shares could result in a tax liability in excess of any cash received from the sale.

Except as noted below, gain or loss recognized by a GI Delaware shareholder on the sale or exchange of a GI Delaware common share will generally be taxable as capital gain or loss. A portion of such gain may be treated as ordinary income for U.S. federal income tax purposes to the extent attributable to the holder’s allocable share of unrealized gain or loss in our assets that consist of certain unrealized receivables or inventory (if any). Capital gain recognized by an individual on the sale of GI Delaware common shares held for more than twelve months

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will generally be taxed at the U.S. federal income tax rate applicable to long-term capital gains. Capital losses may offset capital gains and no more than $3,000 of ordinary income, in the case of individuals, and may only be used to offset capital gains in the case of corporations.

The IRS has ruled that a partner who acquires interests in a partnership in separate transactions must combine those interests and maintain a single adjusted tax basis for all those interests. Upon a sale or other disposition of less than all of those interests, a portion of that tax basis must be allocated to the interests sold using an “equitable apportionment” method, which generally means that the tax basis allocated to the interest sold equals an amount that bears the same relation to the partner’s tax basis in his entire interest in the partnership as the value of the interest sold bears to the value of the partner’s entire interest in the partnership. A selling GI Delaware shareholder who can identify GI Delaware common shares transferred with an ascertainable holding period may elect to use the actual holding period of the GI Delaware common shares transferred. Thus, according to the ruling discussed above, a GI Delaware shareholder will be unable to select high or low basis GI Delaware common shares to sell as would be the case with corporate stock, but, according to the U.S. Treasury Regulations, he may designate specific GI Delaware common shares sold for purposes of determining the holding period of GI Delaware common shares transferred. A GI Delaware shareholder electing to use the actual holding period of GI Delaware common shares transferred must consistently use that identification method for all subsequent sales or exchanges of GI Delaware common shares. A GI Delaware shareholder considering the purchase of additional GI Delaware common shares or a sale of GI Delaware common shares purchased in separate transactions is urged to consult his tax advisor as to the possible consequences of this ruling and application of the U.S. Treasury Regulations.

Section 706 of the Code provides that items of partnership income and deductions must be allocated between transferors and transferees of GI Delaware common shares. We will apply certain assumptions and conventions in an attempt to comply with applicable rules and to report income, gain, loss, deduction and credit to holders in a manner that reflects such holders’ beneficial shares of GI Delaware’s items. These conventions are designed to more closely align the receipt of cash and the allocation of income between holders of GI Delaware common shares, but these assumptions and conventions may not be in compliance with all aspects of applicable tax requirements. In addition, as a result of such allocation method, you may be allocated income even if you do not receive any distributions.

If our conventions are not allowed by the Regulations (or only apply to transfers of less than all of a holder’s shares) or if the IRS otherwise does not accept our conventions, the IRS may contend that our income or losses must be reallocated among the holders of GI Delaware common shares. If such a contention were sustained, certain holders’ respective tax liabilities would be adjusted to the possible detriment of certain other holders. The board of directors is authorized to revise our method of allocation between transferors and transferees (as well as among holders whose interests otherwise could vary during a taxable period).

A GI Delaware shareholder who sells any of his GI Delaware common shares is generally required to notify us in writing of that sale within 30 days after the sale (or, if earlier, January 15 of the year following the sale). A purchaser of GI Delaware common shares who purchases GI Delaware common shares from another GI Delaware shareholder is also generally required to notify us in writing of that purchase within 30 days after the purchase. Upon receiving such notifications, we are required to notify the IRS of that transaction and to furnish specified information to the transferor and transferee. Failure to notify us of a purchase may, in some cases, lead to the imposition of penalties. However, these reporting requirements do not apply to a sale by an individual who is a citizen of the United States and who effects the sale or exchange through a broker who will satisfy such requirements.

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Tax Considerations for Non-U.S. Holders of the Ownership and Disposition of GI Delaware Common Shares

Special rules apply to a holder of GI Delaware common shares that is a non-U.S. person. Non-U.S. Holders are subject to U.S. withholding tax at a 30% rate on the gross amount of interest, dividends and other fixed or determinable annual or periodical income received from sources within the United States if such income is not treated as effectively connected with a trade or business within the United States. The 30% rate may be reduced or eliminated under the provisions of an applicable income tax treaty between the United States and the country in which the non-U.S. person resides or is organized. Whether a non-U.S. person is eligible for such treaty benefits will depend upon the provisions of the applicable treaty as well as the treatment of us under the laws of the non-U.S. person’s jurisdiction. The 30% withholding tax rate does not apply to certain portfolio interest on obligations of U.S. persons allocable to certain non-U.S. persons. Moreover, non-U.S persons generally are not subject to U.S. federal income tax on capital gains if (i) such gains are not effectively connected with the conduct of a U.S. trade or business of such non-U.S. person; (ii) a tax treaty is applicable and such gains are not attributable to a permanent establishment in the United States maintained by such non-U.S. person; or (iii) such non-U.S. person is an individual and is not present in the United States for 183 or more days during the taxable year (assuming certain other conditions are met).

Non-U.S. persons treated as engaged in a U.S. trade or business are subject to U.S. federal income tax at the graduated rates applicable to U.S. persons on their net income that is considered to be effectively connected with such U.S. trade or business. Non-U.S. persons that are corporations may also be subject to a 30% branch profits tax on such effectively connected income. The 30% rate applicable to branch profits may be reduced or eliminated under the provisions of an applicable income tax treaty between the United States and the country in which the non-U.S. person resides or is organized.

While it is expected that our method of operation will not result in a determination that we are engaged in a U.S. trade or business, there can be no assurance that the IRS will not assert successfully that we are engaged in a U.S. trade or business, with the result that some portion of our income is properly treated as effectively connected income with respect to non-U.S. holders. If a holder who is a non-U.S. person were treated as being engaged in a U.S. trade or business in any year because of an investment in our GI Delaware common shares in such year, such holder generally would be (i) subject to withholding by us on its distributive share of our income effectively connected with such U.S. trade or business, (ii) required to file a U.S. federal income tax return for such year reporting its allocable share, if any, of income or loss effectively connected with such trade or business, including certain U.S. source income not effectively connected with such trade or business, and (iii) required to pay U.S. federal income tax at regular U.S. federal income tax rates on any such income (state and local income taxes and filings may also apply in that event). Any amount so withheld would be creditable against such non-U.S. person’s U.S. federal income tax liability, and such non-U.S. person could claim a refund to the extent that the amount withheld exceeded such non-U.S. person’s U.S. federal income tax liability for the taxable year. Finally, if we were treated as being engaged in a U.S. trade or business, a portion of any gain recognized by a holder who is a non-U.S. person on the sale or exchange of its GI Delaware common shares could be treated for U.S. federal income tax purposes as effectively connected income, and hence such non-U.S. person could be subject to U.S. federal income tax on the sale or exchange.

Generally, under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) provisions of the Code, non-U.S. persons are subject to U.S. tax in the same manner as U.S. persons on any gain realized on the disposition of an interest, other than an interest solely as a creditor, in U.S. real property. An interest in U.S. real property includes stock in a U.S. corporation (except for certain stock of publicly traded U.S. corporations) if interests in U.S. real property constitute 50% or more by value of the sum of the corporation’s assets used in a trade or business, its U.S. real property interests and its interests in real property located outside the United States (a “United States Real Property Holding Corporation” or “USRPHC”). Consequently, a non-U.S. person who invests directly in U.S. real estate, or indirectly by owning the stock of a USRPHC, will be subject to tax under FIRPTA on the disposition of such investment. The FIRPTA tax will also apply if the non-U.S. person is a holder of an interest in a partnership that owns an interest in U.S. real property or an interest in a USRPHC. If we make

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investments in USRPHCs, each non-U.S. person will be subject to U.S. tax under FIRPTA on such holder’s allocable share of any gain realized on the disposition of a FIRPTA interest and will be subject to the filing requirements discussed above.

Although each non-U.S. holder is required to provide an IRS Form W-8, we may not be able to provide complete information related to the tax status of our investors to our subsidiaries for purposes of obtaining reduced rates of withholding on behalf of our investors. Accordingly, to the extent we receive dividends from a U.S. corporation, your allocable share of distributions of such dividends will be subject to U.S. withholding tax at a rate of 30% unless relevant tax status information is provided. If such information is not provided and you would not be subject to U.S. tax based on your tax status or are eligible for a reduced rate of U.S. withholding, you may need to take additional steps to receive a credit or refund of any excess withholding tax paid on your account, which may include the filing of a non-resident U.S. income tax return with the IRS. Among other limitations, if you reside in a treaty jurisdiction which does not treat us as a pass-through entity, you may not be eligible to receive a credit or refund of any excess U.S. withholding taxes paid on your account. You should consult your tax advisors regarding the treatment of U.S. withholding taxes.

In general, different rules from those described above apply in the case of non-U.S. persons subject to special treatment under U.S. federal income tax law, including a non-U.S. person (i) who has an office or fixed place of business in the United States or is otherwise carrying on a U.S. trade or business; (ii) who is an individual present in the United States for 183 or more days or has a “tax home” in the United States for U.S. federal income tax purposes; or (iii) who is a former citizen or resident of the United States.

Prospective holders who are non-U.S. persons are urged to consult their tax advisors with regard to the U.S. federal income tax consequences to them of acquiring, holding and disposing of GI Delaware common shares, as well as the effects of state, local and non-U.S. tax laws, as well as eligibility for any reduced withholding benefits.

Information Returns and Audit Procedures

We intend to furnish to each GI Delaware shareholder, as soon as reasonably practical after the close of each calendar year, specific tax information, including a Schedule K-1, which describes his share of our income, gain, loss and deduction for our preceding taxable year. In preparing this information, which will not be reviewed by counsel, we will take various accounting and reporting positions, some of which have been mentioned earlier, to determine each GI Delaware shareholder’s share of income, gain, loss and deduction. We cannot assure you that those positions will yield a result that conforms to the requirements of the Code, U.S. Treasury Regulations or administrative interpretations of the IRS. We cannot assure GI Delaware shareholders that the IRS will not successfully contend in court that those positions are impermissible. Any challenge by the IRS could negatively affect the value of our GI Delaware common shares.

The IRS may audit our U.S. federal income tax information returns. Adjustments resulting from an IRS audit may require each GI Delaware shareholder to adjust a prior year’s tax liability, and possibly may result in an audit of his return. Any audit of a GI Delaware shareholder’s return could result in adjustments not related to our returns as well as those related to our returns.

Partnerships generally are treated as separate entities for purposes of federal tax audits, judicial review of administrative adjustments by the IRS and tax settlement proceedings. The tax treatment of partnership items of income, gain, loss and deduction are determined in a partnership proceeding rather than in separate proceedings with the partners. A GI Delaware shareholder must file a statement with the IRS identifying the treatment of any item on his U.S. federal income tax return that is not consistent with the treatment of the item on our return. Intentional or negligent disregard of this consistency requirement may subject a GI Delaware shareholder to substantial penalties.

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If the IRS makes audit adjustments to our income tax returns, it may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from us. Similarly, if the IRS makes audit adjustments to income tax returns filed by an entity in which we are a member or partner, it may assess and collect any taxes (including penalties and interest) resulting from such audit adjustment directly from such entity. Generally, we expect to elect to have our GI Delaware shareholders take any such audit adjustment into account in accordance with their interests in us during the taxable year under audit, but there can be no assurance that such election will be effective in all circumstances. If, as a result of any such audit adjustment, we are required to make payments of taxes, penalties and interest, our cash available for distribution to our GI Delaware shareholders might be substantially reduced.

Additionally, we are required to designate a partner, or other person, with a substantial presence in the United States as the partnership representative (“Partnership Representative”). The Partnership Representative will have the sole authority to act on our behalf for purposes of, among other things, U.S. federal income tax audits and judicial review of administrative adjustments by the IRS. If we do not make such a designation, the IRS can select any person as the Partnership Representative. We intend to designate Fox Paine & Company, LLC as the Partnership Representative. Further, any actions taken by us or by the Partnership Representative on our behalf with respect to, among other things, U.S. federal income tax audits and judicial review of administrative adjustments by the IRS, will be binding on us and all of the GI Delaware shareholders.

It is the responsibility of each GI Delaware shareholder to investigate the legal and tax consequences, under the laws of pertinent states, localities and foreign jurisdictions, of his investment in us. Accordingly, each GI Delaware shareholder is urged to consult his own tax counsel or other advisor with regard to those matters. Further, it is the responsibility of each GI Delaware shareholder to file all state, local and foreign, as well as U.S. federal tax returns, that may be required of him.

THE U.S. FEDERAL INCOME TAX CONSIDERATIONS SUMMARIZED ABOVE ARE FOR GENERAL INFORMATION ONLY. EACH GI CAYMAN ORDINARY SHAREHOLDER IS URGED TO CONSULT HIS OR HER TAX ADVISOR AS TO THE PARTICULAR CONSEQUENCES THAT MAY APPLY TO SUCH SHAREHOLDER.

Cayman Tax Considerations

Certain Cayman Islands Tax Considerations

It is the responsibility of all persons holding GI Cayman ordinary shares to inform themselves as to any tax consequences from their investment, as well as any foreign exchange or other fiscal or legal restrictions, which are relevant to their particular circumstances in connection with the acquisition, holding or disposition of GI Cayman ordinary shares.

There is, at present, no direct taxation in the Cayman Islands and interest, dividends and gains payable to us will be received free of all Cayman Islands taxes. We have received an undertaking from the Governor in Cabinet of the Cayman Islands to the effect that, for a period of twenty years from the date of the undertaking, no law that thereafter is enacted in the Cayman Islands imposing any tax or duty to be levied on profits, income or on gains or appreciation, or any tax in the nature of estate duty or inheritance tax, will apply to any property comprised in or any income arising from us, or to the shareholders thereof, in respect of any such property or income.

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Bermuda Tax Considerations

Certain Bermuda Tax Considerations

At the present time, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by GI Bermuda or by its shareholders in respect of GI Bermuda’s shares. GI Bermuda has obtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not, until March 31, 2035, be applicable to GI Bermuda or to any of its operations or to its shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or is payable by us in respect of real property owned or leased by us in Bermuda.

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DESCRIPTION OF GLOBAL INDEMNITY GROUP, LLC SHARE CAPITAL

The following description of GI Delaware’s share capital is a summary. This summary is subject to the Delaware Limited Liability Company Act (the “DLLCA”) and to the complete text of GI Delaware’s certificate of formation attached as Annex [●] and its limited liability company agreement (which will be adopted by GI Delaware substantially in the form attached as Annex [●] prior to the Effective Time) (collectively, the “GI Delaware LLC Documents”). We encourage you to read the DLLCA and those documents carefully.

There are differences between GI Cayman’s memorandum and articles of association (the “GI Cayman MOA”) and the GI Delaware LLC Documents as they will be in effect immediately following the Transaction, including, among other things:

See “Comparison of Rights of Shareholders and Powers of the Board of Directors.” Except where otherwise indicated, the description below reflects the GI Delaware LLC Documents, substantially as those documents will be in effect upon consummation of the Transaction.

Capital Structure

Authorized Share Capital

The authorized share capital of GI Delaware immediately after the Transaction will be identical to the authorized share capital of GI Cayman, consisting of 600,000,000 class A common shares, 300,000,000 class B common shares and 100,000,000 preferred shares. The GI Delaware LLC Agreement will authorize the Board of Directors of GI Delaware (the “GI Delaware Board”) to:

(1) authorize and issue additional shares of any existing class or series of shares; and

(2)(x) create new classes or series of shares, with such distinctive designations, preferences and other rights (including voting rights), and such qualifications, limitations or restrictions, as set forth in writing creating such new class or series (such writing, a “Share Designation”) and (y) authorize and issue shares of any such newly created class or series.

Issued Share Capital

Immediately after the Transaction, the issued and outstanding share capital of GI Delaware will be identical to the issued and outstanding share capital of GI Cayman as of immediately prior to the effectiveness of the Transaction.

Preemptive Rights, Warrants and Options

The DLLCA does not provide any statutory preemptive rights. Except as may be set forth in any Share Designation, the GI Delaware LLC Documents will not provide shareholders with any preemptive, preferential or

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similar rights with respect to the issuance of shares of GI Delaware. The DLLCA does not restrict the ability of the Directors of GI Delaware to issue warrants or options relating to the underlying shares of GI Delaware. The GI Delaware LLC Agreement will authorize the GI Delaware Board to issue options, rights, warrants and appreciation rights relating to shares at any time for any purpose to such persons and for such consideration, and on such other terms and conditions, as the GI Delaware Board may determine.

As a Nasdaq-listed company, GI Delaware will be subject to the rules of Nasdaq, like GI Cayman presently is, and such rules require shareholder approval of share issuances in certain circumstances.

Distributions

The GI Delaware LLC Agreement will authorize the GI Delaware Board, subject to the applicable provisions of the DLLCA, to declare and pay distributions of cash or other assets to the shareholders at any time, and from time to time, subject to the terms of any Share Designation. Under the DLLCA, a limited liability company may not make a distribution to its shareholders if, after giving effect to the distribution, the liabilities of the limited liability company (other than liabilities to members on account of their limited liability company interests and liabilities for which the recourse of creditors is limited to specified property of the limited liability company) would exceed the fair value of its assets (except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited liability company only to the extent that the fair value of that property exceeds that liability).

Except as may be set forth in any Share Designation, any distributions declared by the GI Delaware Board must be paid to the holders of class A common shares and class B common shares on a pro rata basis. Any additional classes or series of shares created by the GI Delaware Board pursuant to a Share Designation may rank senior, equal or junior to the class A common shares and class B common shares with respect to distributions. The GI Delaware LLC Agreement will authorize GI Delaware to withhold from payments or other distributions to the shareholders, and to pay over to any U.S. federal, state or local government or any foreign government, any amounts required to be so withheld pursuant to the Code or any other applicable tax law.

Share Repurchases, Redemptions and Conversions

Repurchases and Redemptions by GI Delaware

The GI Delaware LLC Agreement will authorize the GI Delaware Board to (i) issue shares that are subject to redemption at the option of GI Delaware and/or redeemable at the option of the shareholder and (ii) purchase any class or series of shares from any shareholders, in each case, on such terms and in such manner as the GI Delaware Board determines. Each GI Delaware class B common share will be convertible at any time, at the option of the holder thereof, into such number of fully paid and non-assessable GI Delaware class A common shares at the then-applicable “Conversion Ratio” set forth in the GI Delaware LLC Agreement. The Conversion Ratio initially will be 1:1, and is subject to adjustment for any share dividends or forward or reverse share splits of GI Delaware class A common shares, or any other reclassification or other similar transaction affecting the number or composition of the class A common shares, in each case, where the class B common shares have not been proportionately affected thereby.

If the GI Delaware Board determines that any shareholder’s ownership of shares will result in any non-de minimis adverse tax, legal or regulatory consequence to GI Delaware, any subsidiary of GI Delaware or any other direct or indirect holder of shares in GI Delaware (an “Adverse Consequence Determination”) GI Delaware will have the option, at its sole discretion, to (i) redeem, (ii) repurchase, or (iii) assign to a third party the right to purchase, the minimum number of shares held by such shareholder as is necessary to eliminate such non-de minimis adverse tax, legal or regulatory consequence. If the applicable shares (i) are traded on a national securities exchange, they will be sold for fair market value as determined by the GI Delaware Board based on such national securities exchange or (ii) not traded on a national securities exchange, they will be sold for fair

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market value as determined by the GI Delaware Board; subject, in the case of clause (ii), to such shareholder’s right to challenge such valuation and require GI Delaware to retain an independent appraiser to determine the value of such shares.

Share Distributions

The GI Delaware LLC Agreement will authorize the GI Delaware Board to declare and pay to the shareholders distributions in the form of additional shares at any time, subject to the applicable provisions of the DLLCA and any Share Designation.

Consolidation and Division; Subdivision

As set forth above, the “Conversion Ratio” is subject to adjustment for any share dividends or forward or reverse share splits of GI Delaware class A common shares, or any other reclassification or other similar transaction affecting the number or composition of the class A common shares, in each case, where the class B common shares have not been proportionately affected thereby.

Voting Rights

The GI Delaware LLC Agreement will provide that, except (i) with respect to the right of Class B Majority Shareholders to appoint and remove the Designated Directors and (ii) with respect to certain amendments to the GI Delaware LLC Agreement, each as described below, the holders of class A common shares and class B common shares vote together as a single class on all matters on which holders of common shares are entitled to vote. preferred shares (and any additional class of common shares) will have such voting rights (if any) as shall be specifically set forth in the applicable Share Designation.

Approval of any matter by holders of common shares will require the affirmative vote of holders of class A common shares and class B common shares, voting together as a single class, either (A) at a meeting of shareholders at which a quorum is present, by a majority of the votes cast or (B) by action by consent of the shareholders, by a majority of the voting power represented by all outstanding class A common shares and class B common shares, in each case, (A) and (B), with the holders of class A common shares entitled to cast 1 vote for each class A common share held by them and holders of class B common shares entitled to cast 10 votes for each class B common share held by them (such approval, “Common Shareholder Approval”), except (i) to the extent that Nasdaq rules (or other applicable law or stock exchange rules) require approval by a greater percentage of shares and (ii) with respect to certain amendments to the GI Delaware LLC Agreement, as described below. In the case of a tie on any vote of shareholders, the chairman of the meeting will have the right to cast the deciding vote.

On any matter that is to be voted on by the shareholders at a meeting of shareholders, the shareholders may vote in person or by proxy.

Variation of Rights of a Class of Shares

If any proposed amendment to the GI Delaware LLC Agreement would materially and disproportionately affect the rights, powers or privileges of any class of shares, as compared to the effect thereon on other classes of shares, then such amendment will also require the prior approval of a majority of the outstanding shares of such affected class, voting as a separate class.

Information Rights

The GI Delaware LLC Agreement provides that the shareholders’ rights to information are limited to such information as shall be filed by GI Delaware with the SEC or included in any annual report or other communications GI Delaware may send to its shareholders, and no shareholder shall have the right to obtain or access any other information, including any books and records, of GI Delaware (or its subsidiaries).

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Voting Rights on Business Combinations and Sale of Substantially all GI Delaware’s Assets

The GI Delaware LLC Agreement will require Common Shareholder Approval (as defined below) for:

Appraisal Rights

The DLLCA does not provide appraisal rights to members of a limited liability companies unless such rights are explicitly included in its limited liability company agreement.

The GI Delaware LLC Agreement will not provide for any appraisal rights, except to the limited extent provided with respect to the required redemption or repurchase of shares in the event of an Adverse Consequence Determination, as described above under “Repurchases and Redemptions by GI Delaware.” For the avoidance of doubt, the GI Delaware LLC Agreement will expressly provide that shareholders will not be entitled to dissenters’ rights of appraisal in the event of a merger, consolidation or conversion, a sale of all or substantially all of the assets of GI Delaware or GI Delaware’s subsidiaries, or any other similar transaction or event.

Disclosure of Interests in Shares

The DLLCA does not require a shareholder to notify GI Delaware of its ownership of shares or other interests in GI Delaware.

The Securities Exchange Act of 1934 (the “Exchange Act”) requires that any person or group (as defined in the Exchange Act) beneficially owning 5% or more of GI Delaware’s common shares comply with the reporting requirements under Regulation 13D-G of the Exchange Act and disclose such ownership.

Anti-Takeover Provisions

Share Issuances; Transfer Restriction

The GI Delaware Board will have the authority to issue any authorized but unissued shares of any existing class or series of shares and to create additional classes or series of shares pursuant to a Share Designation and authorize and issue shares of any such newly created class or series.

The GI Delaware LLC Agreement will authorize the GI Delaware Board to decline to approve or register any purported transfer of shares:

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The GI Delaware Board will have the authority to request such information as it may reasonably request for the purpose of determining whether any transfer should be permitted. If such information is not provided, the GI Delaware Board may decline to approve or register such transfer. Any transfer or purported transfer of any shares in violation of the GI Delaware LLC Agreement will be of no force or effect and null and void ab initio.

In addition, the GI Delaware LLC Agreement will authorize the GI Delaware Board to suspend the registration of transfers from time to time.

Notwithstanding anything to the contrary above, nothing will prevent the settling of any transaction involving shares entered into through Nasdaq or any other applicable national securities exchange.

Corporate Governance

Annual Shareholder Meetings

The GI Delaware LLC Agreement will provide that an annual meeting of shareholders will be held at such time and place as the GI Delaware Board determines, with such procedures and guidelines, including those regarding remote communication, as may be adopted by the GI Delaware Board in connection with such annual meeting.

Whenever shareholders are entitled to vote on any matter at a shareholders meeting, a written notice of the meeting shall be given to shareholders entitled to vote, stating the place, date and hour of the meeting (any the means, if any, of remote communications to access such meeting), and the purpose or purposes for which the meeting is called. Written notice of any meeting must be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder entitled to notice of and to vote at such meeting.

Special Shareholder Meetings

The GI Delaware LLC Agreement will provide that special meetings of the shareholders may be called by (i) the chairman of the GI Delaware Board, (ii) in the absence of the chairman of the GI Delaware Board, a majority of the directors then serving on the GI Delaware Board, or (iii) holders of at least 66.67% of the voting power of the outstanding class A common shares and class B common shares, with such voting power measured as if the class A common shares and class B common shares were a single class (“Combined Voting Power”), with class A common shares being entitled to 1 vote per share and class B common shares being entitled to 10 votes per share).

No business may be transacted at a shareholders meeting unless it is included in the notice of such meeting. In order for any business to be brought by a shareholder at an annual meeting, such shareholder must (i) deliver written notice to GI Delaware, between 120 and 150 days prior to the anniversary date of the immediately preceding annual meeting, containing a description of the business and reasons therefor, detailed information regarding the shareholder giving notice, and such other information set forth in the GI Delaware LLC Agreement and (ii) have held shares representing at least [1%] of the Combined Voting Power of the outstanding class A common shares and class B common shares for a continuous period of [2] years prior to the date of such notice (and must continue to hold such shares through the date of the shareholders meeting).

Shareholder Action by Written Consent

The GI Delaware LLC Agreement will provide that the shareholders may act by written or electronic consent executed and delivered by shareholders holding at least such number of common shares as constitutes Common Shareholder Approval (as described below).

Composition of the Board of Directors; Election and Removal of Directors; Filling Vacancies

The GI Delaware LLC Agreement will provide that the number of directors comprising the GI Delaware Board will be fixed by the GI Delaware Board from time to time (and, if not fixed will be a minimum of 1 and an unlimited maximum number of directors).

Directors (other than Designated Directors (as defined below)) will be elected at each annual meeting of shareholders by Common Shareholder Approval. If, at any time, there shall be a Class B Majority Shareholder, then such Class B Majority Shareholder will have the right to designate and elect, in connection with each annual meeting of shareholders, a number of directors (the “Designated Directors”) to the GI Delaware Board as is proportionate to the aggregate voting power of all shares then held by the Class B Majority Shareholder (as a percentage of the voting power represented by all outstanding shares), rounded up to the nearest whole number of directors.

“Class B Majority Shareholder” means any person or any “group” (as defined in the Exchange Act) that, together with their respective affiliates (and each of their respective successors), beneficially holds (i) a majority of the outstanding class B common shares and (ii) shares representing an aggregate of at least 25% of GI Delaware’s voting power.

The GI Delaware LLC Agreement will provide that, subject to the rights of holders of any shares set forth in a Share Designation, any directors who are not Designated Directors may be removed, with or without cause, only by shareholders, upon Common Shareholder Approval, taken either at a shareholders meeting called for such purpose or by written or electronic consent. Designated Directors may be removed, with or without cause, only by the Class B Majority Shareholder (for so long as there continues to be a Class B Majority Shareholder). The GI Delaware LLC Agreement will provide that vacancies on the GI Delaware Board resulting from the resignation, removal, death or disability of:

Each director will be elected to serve a one-year term and shall serve until their successor is duly elected or the earliest to occur of their resignation, removal (as described above) or death.

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Dissolution; Rights upon Liquidation

Pursuant to the GI Delaware LLC Agreement, GI Delaware may be dissolved only upon the approval of the GI Delaware Board or if it ceases to have any shareholders. Upon any such dissolution, GI Delaware will be wound up and its assets will be distributed (a) to its creditors, including shareholders and directors who are creditors, (b) to the shareholders and former shareholders in satisfaction of liabilities for distributions and (c) to the shareholders, in proportion to the number of shares held by them.

No Share Certificates

The shares of GI Delaware will not be certificated.

Stock Exchange Listing

If the Transaction becomes effective, the Transaction will not affect our stock exchange listing. We intend to file an application for the class A common shares to be listed upon the Effective Time on Nasdaq under the symbol “GBLI,” the same symbol under which the GI Cayman A ordinary shares are currently listed. We anticipate that such listing will be approved by Nasdaq in advance of the Effective Time, subject to official notice of issuance. We do not currently intend to list the GI Delaware class A common shares on any stock exchange other than Nasdaq.

No Sinking Fund

The GI Delaware common shares will have no sinking fund provision.

No Liability for Further Calls or Assessments

All shares issued pursuant to and in accordance with the GI Delaware LLC Agreement will be fully paid and non-assessable limited liability company interests in GI Delaware, except as such non-assessability may be affected by Sections 18-607 and 18-804 of the DLLCA.

Transfer and Registration of Shares

The officers of GI Delaware will keep or cause to be kept on behalf of GI Delaware a share register. In furtherance of the foregoing, GI Delaware may appoint a bank, trust company or other person to act as registrar and transfer agent. When a person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another person in acquiring or holding shares, as between GI Delaware, on the one hand, and such other person, on the other, such representative person shall be deemed the record holder of such shares. Accordingly, a transfer of shares from a person who holds such shares beneficially through a representative person to a person who will also hold such shares beneficially through the same representative person will not be registered in GI Delaware’s official share register, as the representative person will remain the record holder of such shares.

The Company will not recognize a transfer until the transfer is registered on the books of GI Delaware’s transfer agent. The Company may also require, as a condition to the registration of the transfer, the payment of an amount necessary to cover any tax or other governmental charge that may be imposed with respect to such transfer.

By accepting any transfer or issuance of shares (including in connection with a merger or consolidation), each transferee shall, among other things, become the record holder of such shares and be bound by the terms of the GI Delaware LLC Agreement with respect thereto. Until a transferee becomes a shareholder in connection with the previous sentence, such transferee is not entitled to receive distributions or to any other rights to which the transferor was entitled.

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The GI Delaware Board may decline to approve or register any share transfer in the event that such transfer would result in an Adverse Consequence Determination.

In addition, the GI Delaware Board will decline to approve or register any share transfer (i) unless (x) such share has been registered under the Securities Act or (y) registration of such transfer under the Securities Act is not required; or (ii) if the transferee has not been approved by any applicable governmental entities whose approval is required.

The Company will have the authority to request from any direct or indirect holder of shares such information as GI Delaware may reasonably request for the purpose of determining whether any transfer should be permitted.

The GI Delaware Board may impose additional restrictions on the transfer of shares if the GI Delaware Board determines such restrictions are necessary or advisable to avoid a significant risk of GI Delaware becoming taxable as a corporation for U.S. federal income tax purposes.

Notwithstanding anything to the contrary above, nothing will prevent the settling of any transaction involving shares entered into through Nasdaq or any other applicable national securities exchange.

Limitation of Liability and Indemnification Matters

The GI Delaware Board (or any committee of the GI Delaware Board), in taking all actions and making all determinations with respect to GI Delaware, shall act in good faith and no other standard or duty shall apply to any action or inaction of the GI Delaware Board.

None of the non-employee directors or shareholders (including the Class B Majority Shareholder), nor any of their respective affiliates, will owe any duties, including fiduciary duties, to GI Delaware or any of its shareholders or directors (or any other person or entity) other than those duties expressly set forth in the GI Delaware LLC Agreement (and subject to the implied contractual covenant of good faith and fair dealing).

The GI Delaware LLC Agreement will provide that any action or determination by the GI Delaware Board shall be conclusively presumed to be made in good faith and in the best interest of GI Delaware and its shareholders if a majority of directors participating in the decision of the GI Delaware Board (or any committee of the GI Delaware Board), respectively, subjectively believe that the decision made, or action taken or not taken is in or is not opposed to the best interests of GI Delaware.

The GI Delaware LLC Agreement will provide that Covered Persons (as defined below) will not be liable to GI Delaware, the shareholders or any other persons who have an interest in GI Delaware, for monetary damages for any breach of duties or otherwise arising out of or relating to GI Delaware, its businesses, assets and liabilities or the GI Delaware LLC Agreement, except in the case of Fraud (as defined below), as determined by a final, non-appealable judgment in a court of competent jurisdiction.

Covered Persons will be entitled, under the GI Delaware LLC Agreement, to indemnification by GI Delaware against all losses (including expenses) incurred by such Covered Persons in connection with any claims brought against such Covered Persons in their capacity as Covered Persons (other than claims brought by GI Delaware with the prior approval of the GI Delaware Board), except in the case of Fraud, as determined by a final, non-appealable judgment in a court of competent jurisdiction. Covered Persons will only be entitled to indemnification from GI Delaware for claims brought by such Covered Persons if such claims are brought to enforce their rights to indemnification under the GI Delaware LLC Agreement (such claims, together with claims brought against such Covered Persons (other than claims brought by GI Delaware with the prior approval of the GI Delaware Board), “Covered Claims”). Covered Persons will also be entitled to indemnification with respect to claims brought by or against such Covered Persons that are not Covered Claims if they are successful on the merits with respect to such claims pursuant to a final, non-appealable judgment.

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“Covered Persons” include (a) current and former directors (including Designated Directors) and executive officers of GI Delaware and (b) each Class B Majority Shareholder and its affiliates and successors.

“Fraud” means, with respect to any person, an intentional misrepresentation of the material facts or intentional omission or concealment of material facts by such person, which shall be made with (i) knowledge or belief that the representation was materially false or omission or concealment was material (i.e., scienter), (ii) intention to induce the other party to act or refrain from acting, and (iii) the other party acted or failed to act in justifiable reliance upon the misrepresentation, omission or concealment, resulting in material damage.

Covered Persons will be entitled, under the GI Delaware LLC Agreement, to advancement of expenses (including attorneys’ fees) in connection with any Covered Claims prior to the resolution of such Covered Claims.

Officers of GI Delaware (other than executive officers) may be indemnified or advanced expenses in connection with claims brought against such officers, only as determined by the GI Delaware Board on a case-by-case basis.

Covered Persons will not be denied indemnification or advancement of expenses because they had an interest in the transaction with respect to which the indemnification or advancement of expenses applies, so long as the indemnification is otherwise provided under the GI Delaware LLC Agreement.

Indemnification and advancement of expenses will be made only out of the assets of GI Delaware, and no shareholder shall be personally liable for any indemnification or advancement payments.

The Company may enter into one or more agreements with any person that provide for indemnification greater than or different than that provided in the GI Delaware LLC Agreement.

The Company may purchase and maintain insurance on behalf of any Covered Person against any liability asserted against and incurred by such Covered Person in any capacity in which such Covered Person is entitled to indemnification under the GI Delaware LLC Agreement, or arising out of such Covered Person’s status as such, whether or not GI Delaware would have the obligation to indemnify such Covered Person against such liability under the GI Delaware LLC Agreement.

Governing Law; Choice of Forum

The GI Delaware LLC Agreement will be governed by and construed in accordance with the laws of Delaware without regard to principles of conflict of laws.

The GI Delaware LLC Agreement will require any and all claims by and among GI Delaware, any shareholder, and any director, officer or employee of GI Delaware, or any of their respective affiliates, arising out of or relating to the GI Delaware LLC Agreement, or any rights or obligations thereunder, GI Delaware’s internal affairs, the ownership, transfer or rights or obligations of or with respect to, any shares, or any action or inaction arising out of or relating to any of the foregoing, to be resolved solely by final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”), under the JAMS Comprehensive Arbitration Rules and Procedures (the “JAMS Procedures”), unless otherwise resolved by mutual agreement.

The parties to the arbitration will cooperate with each other in good faith to promptly select a single individual to serve as a neutral, mutually-agreed upon arbitrator. If the parties are unable to agree in good faith upon a single individual to serve as arbitrator, then the arbitrator will be selected in accordance with the JAMS Procedures.

Such arbitration will be conducted using the “baseball” method before a single arbitrator selected by mutual agreement of the parties. Under such arbitration, each of the parties to the dispute will submit a proposed

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resolution of such dispute to the arbitrator who must make a determination by selecting which of the resolutions submitted by the parties is the most fair and reasonable considering the totality of the circumstances and applicable law.

The non-prevailing party (as determined in accordance with the arbitrator’s decision) will be responsible for paying all of the reasonable out-of-pocket fees and expenses (including attorneys’ fees and disbursements) of the other party or parties to such arbitration as well as all costs of the arbitration and fees of the arbitrator.

The decision of the arbitrator will be final and binding and not subject to appeal. The prevailing party will be entitled to seek enforcement of the arbitrator’s decision in any court of competent jurisdiction.

In the event that a court of competent jurisdiction determines in a final, non-appealable judgment that any federal securities law claims brought under the Securities Act and/or the Exchange Act are not permitted to be resolved by the foregoing arbitration mechanism, the United States District Court for the District of Delaware shall be the sole and exclusive forum for any such federal securities claims. For the avoidance of doubt, all claims accompanying any such federal securities claim will continue to be subject to mandatory arbitration.

Amendment of the Certificate of Formation and the Limited Liability Company Agreement

Except (i) to the extent set forth in any Share Designation and (ii) with respect to the right of the GI Delaware Board to create new classes or series of shares and authorize and issue additional shares of any class or series, any amendments to the GI Delaware Certificate of Formation and GI Delaware LLC Agreement must be approved by the GI Delaware Board. Amendments to the GI Delaware LLC Agreement also must be submitted to shareholders for approval by Common Shareholder Approval.

Notwithstanding the above, if any proposed amendment to the GI Delaware LLC Agreement would materially and disproportionately affect the rights, powers or privileges of any class of shares, as compared to the effect thereon on other classes of shares, then such amendment will also require the prior approval of a majority of the outstanding shares of such affected class, voting as a separate class.

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COMPARISON OF RIGHTS OF SHAREHOLDERS AND POWERS OF THE BOARD OF DIRECTORS

Your rights as an ordinary shareholder of GI Cayman and the relative powers of GI Cayman’s GI Delaware Board are governed by Cayman law and GI Cayman’s memorandum and articles of association. As a result of the Transaction, you will become a GI Delaware common shareholder, and your rights and the relative powers of GI Delaware’s board of directors will be governed by Delaware law and GI Delaware’s certificate of formation and limited liability company agreement as they will be in effect upon consummation of the Transaction.

A number of the attributes of the GI Delaware common shares and the GI Cayman ordinary units will be similar. However, there are differences between your current rights under Cayman law and GI Cayman’s memorandum and articles of association and what your rights will be under Delaware law and GI Delaware’s certificate of formation and limited liability company agreement as they will be in effect after the Transaction, including:

The following discussion is a summary of certain changes in your rights resulting from the Transaction. This summary does not cover all of the differences between Cayman law and Delaware law affecting companies and their shareholders or all of the differences between GI Cayman’s memorandum and articles of association and GI Delaware’s certificate of formation and limited liability company agreement as they will be in effect upon consummation of the Transaction. This summary is subject to the Cayman Islands Companies Law (2020 Revision), as amended, modified or re-enacted from time to time (the “Cayman Companies Law”), and the DLLCA, and to the complete text of GI Cayman’s memorandum and articles of association and GI Delaware’s proposed new certificate of formation and limited liability company agreement. We encourage you to read those laws and documents carefully.

The form of GI Delaware’s certificate of formation and limited liability company agreement substantially as they will be in effect after the Transaction are attached as Annex [●] and Annex [●], respectively, to this proxy statement. For information as to how you can obtain GI Cayman’s memorandum and articles of association, please see “Where You Can Find More Information.” Except where otherwise indicated, the discussion of GI Delaware below reflects GI Delaware’s certificate of formation and limited liability company agreement substantially as those documents will be in effect upon consummation of the Transaction.

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THE SHAREHOLDER MEETINGS

We are furnishing this proxy statement to the holders of GI Cayman ordinary shares in connection with the solicitation of proxies by GI Cayman’s Board for use at the scheme meeting to consider the Scheme of Arrangement Proposal and the other matters that may come before that meeting, and at the extraordinary general meeting to consider the Scheme EGM Proposal, the GI Bermuda Transaction Proposal and the other matters that may come before that meeting, as described below, and at any adjournments of either such shareholder meetings.

General

The scheme meeting will be conducted in accordance with the directions of the Cayman Court pursuant to an Order granted on [●], 2020. The extraordinary general meeting will be conducted in accordance with the articles of association of GI Cayman.

Time, Place, Date and Purpose of the Meetings

The shareholder meetings are scheduled to be held on [●], 2020 via live webcast.

Scheme meeting

The scheme meeting is scheduled to commence at [●] [a.m./p.m.], Cayman Islands Time, on [●], 2020. At that scheme meeting, GI Cayman’s Board intends to ask the holders of GI Cayman ordinary shares, voting as a single class, to vote on:

Extraordinary General Meeting

The extraordinary general meeting is scheduled to commence at [●] [a.m./p.m.], Cayman Islands Time, on [●], 2020 (or as soon thereafter as the scheme meeting concludes or is adjourned). At the extraordinary general meeting, GI Cayman’s Board intends to ask the holders of GI Cayman ordinary shares to vote on:

Also, at the extraordinary general meeting, GI Cayman’s Board may ask the holders of GI Cayman ordinary shares to approve the Adjournment Proposal, if necessary.

GI Cayman’s Board has approved and unanimously recommends that you vote “FOR” each of the meeting proposals set forth in this proxy statement.

If any other matters properly come before the shareholder meetings or any adjournments of either of such shareholder meetings, the persons named in the proxy card will have the authority to vote the shares represented by all properly executed proxies in their discretion. The Board currently does not know of any matters to be raised at the shareholder meetings other than the meeting proposals contained in this proxy statement.

Voting Record Time; Voting Rights

GI Cayman has set the close of business, Cayman Islands Time, on [●], 2020 as the Voting Record Time for the scheme meeting and for the extraordinary general meeting.

Only registered holders of GI Cayman ordinary shares are entitled to notice of shareholder meetings. Only registered holders of GI Cayman ordinary shares on the Register as of the Voting Record Time are entitled to

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vote at the shareholder meetings or any adjournments of such meetings. You will not be the registered holder of shares that you hold “beneficially” only. Instead, the depository (for example, Cede & Co., as nominee for DTC) or other nominee will be the registered holder of such shares. Please see “—How You Can Vote—Shareholders Owning Shares Through Brokers or Nominees” below for more information.

As of the Voting Record Time, there were [●] GI Cayman A ordinary shares and [●] GI Cayman B ordinary shares issued and outstanding, and we had [●] shareholders of record. At the scheme meeting, each GI Cayman ordinary share entitles its holder to one vote on each proposal. At the extraordinary general meeting, each GI Cayman A ordinary share entitles its holder to one vote and each GI Cayman B ordinary share entitles its holder to ten votes.

Under Cayman Islands law, none of the holders of GI Cayman ordinary shares have any right to an appraisal of the value of their shares or payment for them in connection with the Transaction.

Quorum

At the scheme meeting to approve the Scheme of Arrangement Proposal, at least two shareholders must be present, in person via live webcast or by proxy, to satisfy quorum requirements. At the extraordinary general meeting to approve the other meeting proposals, at least one or more shareholders holding at least a majority of the paid up voting share capital of GI Cayman present in person via live webcast or by proxy and entitled to vote shall satisfy quorum requirements. For purposes of determining a quorum, abstentions and broker “non-votes” present in person via live webcast or by proxy are counted as represented. If a quorum is not present then the meeting shall be adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting the shareholder(s) present and entitled to vote shall form a quorum.

Votes of Shareholders Required for Approval

Scheme of Arrangement Proposal. Assuming the presence of a quorum at the scheme meeting, the Scheme of Arrangement Proposal requires approval by the both (i) a majority in number of those holders of the GI Cayman ordinary shares at the Voting Record Time who are entitled to vote and who are present (either in person via live webcast or represented by proxy) and who vote at the scheme meeting, and representing (ii) at least 75% or more of the nominal value of the GI Cayman ordinary shares voted.

For the purposes of calculating the “majority in number” requirement for the approval of the Scheme of Arrangement Proposal at the scheme meeting, each registered shareholder of GI Cayman ordinary shares on the Register at the Voting Record Time, voting in person via live webcast or by proxy, will be counted as a single shareholder, regardless of the number of GI Cayman ordinary shares voted by that shareholder. Accordingly, GI Cayman shareholders should note that appointing more than one proxy will not result in that GI Cayman shareholder being counted more than once for the purposes of determining that the Scheme of Arrangement has been approved by a majority in number of GI Cayman shareholders present and voting at the scheme meeting. However, if a GI Cayman shareholder votes (or directs a proxy to vote) in favor of the Scheme of Arrangement in respect of part of his holding of GI Cayman ordinary shares, and against the Scheme of Arrangement in respect of other GI Cayman ordinary shares, that GI Cayman shareholder will be counted as one person voting in favor and one voting against, thereby effectively cancelling out that GI Cayman shareholder’s vote for the purpose of calculating the “majority in number” requirement.

Only shareholders whose names are recorded on the Register at the Voting Record Time will be counted for the purposes of calculating the “majority in number” requirement. As such, where shares are held through DTC (including ordinary shares held in “street name” by brokers through DTC) or other nominees on behalf of beneficial owners, and the DTC nominee, Cede & Co., (or such other nominee) is listed as the registered holder of such shares on GI Cayman’s Register, Cede & Co. and other nominee holders of ordinary shares are the shareholder(s) of record and their votes will be treated in the same manner as all other GI Cayman shareholders.

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In accordance with the Cayman Companies Law, the “majority in number” requirement, as described above, will therefore be met if the total number of holders of GI Cayman ordinary shares (calculated as described above) voting “FOR” the Scheme of Arrangement exceeds the total number of holders of GI Cayman ordinary shares (also calculated as described above) voting “AGAINST” the Scheme of Arrangement at the scheme meeting.

In accordance with the Cayman Companies Law, the “75% in value” requirement, as described above, will be met if the total value of the GI Cayman ordinary shares being voted in favor of the Scheme of Arrangement is at least 75% or more of the total value of the GI Cayman ordinary shares voted for or against the Scheme of Arrangement at the scheme meeting.

Voting at the scheme meeting will be by poll and not on a show of hands.

Scheme EGM Proposal. Assuming the presence of a quorum, the Scheme EGM Proposal requires approval by the affirmative vote of not less than two-thirds of the votes cast in respect of all GI Cayman ordinary shares voted, in person via live webcast or by proxy, at the extraordinary general meeting.

GI Bermuda Transaction Proposal. Assuming the presence of a quorum, the GI Bermuda Transaction Proposal requires the affirmative vote of more than 50% of the votes cast in respect of all GI Cayman ordinary shares voted, in person via live webcast or by proxy, at the extraordinary general meeting.

Adjournment Proposal. If necessary, the Adjournment Proposal requires the affirmative vote of GI Cayman’s ordinary shares representing more than 50% of the votes cast in respect of all GI Cayman ordinary shares voted, in person via live webcast or by proxy, at the extraordinary general meeting.

For purposes of determining whether the required approval has been obtained for any of the meeting proposals described in this proxy statement, shares that are not voted at the applicable shareholder meeting will not be considered.

Approval of each of the Scheme of Arrangement Proposal, the Scheme EGM Proposal and the GI Bermuda Transaction Proposal by our shareholders is a condition to the effectiveness of the Scheme of Arrangement.

Intentions of Directors and Executive Officers. Our directors and executive officers have indicated that they intend to vote their shares “FOR” each of the meeting proposals set forth in this proxy statement. At the Voting Record Time, our current directors and executive officers and their affiliates beneficially owned [●], or approximately [●]%, of the outstanding GI Cayman ordinary shares.

Proxies

Two proxy cards are being sent to each shareholder as of the Voting Record Time—one blue proxy card for the scheme meeting and one white proxy card for the extraordinary general meeting.

The accompanying proxies are being solicited on behalf of the Board of GI Cayman. We have hired Georgeson LLC as our proxy solicitor to assist in the distribution of proxy materials and the solicitation of proxies for a fee estimated at $20,000, plus reimbursement of out-of-pocket expenses. Georgeson LLC will be indemnified against certain liabilities and expenses, including certain liabilities under the U.S. federal securities laws. Proxies may be solicited on behalf of the Board by mail, and in person and by telephone. GI Cayman will bear the cost of soliciting proxies. We will also reimburse brokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy materials to the persons for whom they hold GI Cayman ordinary shares. To the extent necessary in order to ensure sufficient representation at the shareholder meetings, the directors, officers and employees of GI Cayman may also solicit proxies by personal interview, mail, email, telephone, facsimile or other means of communication. These persons will not be paid additional remuneration for their efforts. The extent to which this will be necessary depends upon how promptly proxies are returned. We urge you to send in your proxy cards without delay.

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If you are a registered holder of GI Cayman ordinary shares as of the Voting Record Time, your GI Cayman ordinary shares will be voted in accordance with your instructions if you properly mark, date, sign and return both accompanying proxy cards (one blue for the scheme meeting, and one white for the extraordinary general meeting) by mail or courier to Computershare LLC in the enclosed, postage-paid envelope as promptly as possible and, in any event, by no later than Computershare LLC, 2950 Express Drive South, Suite 210, Islandia, NY 11749 [a.m./p.m.] (Eastern Time) on [●], 2020 (that is, it must be received at least forty eight hours prior to the commencement of the relevant shareholder meeting). If you have timely submitted a properly marked, dated and signed proxy card, your GI Cayman ordinary shares will be voted as indicated.

If you do not wish to vote all of your GI Cayman ordinary shares in the same manner on any particular proposal(s) at the shareholder meetings, you may specify your vote by clearly hand-marking the applicable proxy card to indicate how you want to vote your GI Cayman ordinary shares. You may not split your vote if you are giving voting instructions (for shareholders who hold their shares in “street name”) by telephone.

If you are a registered shareholder and if you do not specify on the applicable enclosed proxy card that is submitted how you want to vote your GI Cayman ordinary shares, the proxy holders will vote such unspecified GI Cayman ordinary shares “FOR” each of the meeting proposals set forth in this proxy statement.

If you properly received the proxy cards, you may grant a proxy to vote on the meeting proposals presented in one of the ways that are explained below under “—How You Can Vote—Registered Shareholders.”

If you hold your GI Cayman ordinary shares in “street name” through a broker or nominee, please follow the voting instructions provided to your broker, which may include an option to instruct the broker or nominee by telephone on how to vote.

Please see “—How You Can Vote—Shareholders Owning Shares Through Brokers or Nominees” below for more information. You may abstain on any proposal by marking “ABSTAIN” with respect to the proposal on your proxy card or by following instructions from your broker or nominee.

An abstention or broker “non-vote” on any proposal has the effect of a vote not being cast with respect to the relevant shares in relation to that proposal. Although the shareholder is considered present for purposes of the relevant quorum requirement, such shares will not be considered when determining whether the proposal has received the required shareholder approval.

If you do not appoint a proxy and you do not vote at the shareholder meetings, your GI Cayman ordinary shares will also not be considered when determining whether a proposal has received the required shareholder approval. Even if you do not appoint a proxy and you do not vote at the shareholder meetings, you will still be bound by the outcome. You are therefore strongly urged to attend and vote at the shareholder meetings in person via live webcast or by proxy.

If the shareholder meetings are postponed or adjourned, your proxy will remain valid and may be voted at the postponed or adjourned meetings. You will still be able to revoke your proxy until it is voted. Please see “—Revoking Your Proxy” below for more information.

Revoking Your Proxy

You may revoke your proxy card(s) before it is exercised at the relevant shareholder meeting by one of the following means. If you are a registered shareholder, you may revoke your proxy card(s) by: