Global Indemnity Ltd (Form: 8-K12B, Received: 11/07/2016 08:54:10)

Global Indemnity Limited

Date: November 7, 2016

/s/ Thomas M. McGeehan

Name: Thomas M. McGeehan

Title: Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

November 7, 2016

(Date of Report (date of earliest event reported)

GLOBAL INDEMNITY LIMITED

(Exact name of registrant as specified in its charter)

Cayman Islands

001-34809

98-1304287

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)


27 Hospital Road George Town, Grand Cayman				KY1-9008
(Address of principal executive offices)				(Zip Code)

1(345) 814-7600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Background

At 10:30 a.m., Irish time, on November 7, 2016 (the “ Effective Time ”), Global Indemnity plc, an Irish public limited company (“ GI Ireland ”), and Global Indemnity Limited, a Cayman Islands exempted company (“ GI Cayman ”) completed the previously disclosed scheme of arrangement under Irish law (the “ Scheme of Arrangement ”) that effected a transaction (the “ Redomestication ”) that resulted in the shareholders of GI-Ireland becoming shareholders of GI Cayman and GI Ireland becoming a subsidiary of GI Cayman. In accordance with the terms of the Scheme of Arrangement, the following steps occurred effectively simultaneously at the Effective Time:

all of the existing GI Ireland A ordinary shares, par value $0.0001 per share and GI Ireland B ordinary shares, par value $0.0001 per share (together, the “ GI Ireland ordinary shares ”) (other than GI Ireland ordinary shares held by GI Cayman) were cancelled;

the reserves created on cancellation of the GI Ireland ordinary shares were used to issue GI Ireland ordinary shares to GI Cayman; and

in return for such issuance of new GI Ireland ordinary shares to GI Cayman, GI Cayman issued A ordinary shares, par value $0.0001 per share and GI Cayman B ordinary shares, par value $0.0001 per share (together the “ GI Cayman ordinary shares ”) to the former stockholders of GI Ireland. Each shareholder received one GI Cayman A ordinary share for each GI Ireland A ordinary share owned by such shareholder prior to the Scheme of Arrangement and one GI Cayman B ordinary share for each GI Ireland B ordinary share owned by such shareholder prior to the Scheme of Arrangement.

Prior to the Redomestication, the GI Ireland A ordinary shares were listed on the Nasdaq Global Select Market (“ Nasdaq ”) under the symbol “GBLI” and registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). In connection with the Redomestication, GI Ireland requested that Nasdaq file with the U.S. Securities and Exchange Commission (the “ SEC ”) an application on Form 25 to strike the GI Ireland A ordinary shares from listing on Nasdaq and the GI Ireland A ordinary shares from registration under Section 12(b) of the Exchange Act.

The GI Cayman ordinary shares are deemed registered under Section 12(b) of the Exchange Act pursuant to Rule 12g-3(a) under the Exchange Act. The issuance of the ordinary shares by GI Cayman in the Redomestication was exempt from registration under the Securities Act of 1933, as amended (the “ Securities Act ”), by virtue of Section 3(a)(10) of the Securities Act. The GI Cayman A ordinary shares began trading on Nasdaq under the symbol “GBLI,” the same symbol under which the GI Ireland ordinary shares previously traded, at the opening of Nasdaq on November 7, 2016.

Item 1.01.

Entry into a Material Definitive Agreement.

In connection with the Redomestication, GI Cayman and GI Ireland, as the case may be, entered into the following agreements:

Individual Employment Arrangements

The information under the heading “Individual Employment Arrangements” in Item 5.02 of this Form 8-K is incorporated by reference into this Item 1.01.

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Amended and Restated Additional Redemption Agreement, Amended Shareholders Agreement, Confirmation Letter and Reaffirmation Agreements

In connection with the Redomestication, GI Cayman, GI Ireland and certain of GI Ireland’s subsidiaries entered into certain amendments and agreements to which GI Ireland and its subsidiaries were a party to prior to the effectiveness of the Scheme of Arrangement. In connection with, and effective upon, the completion of the Redomestication, GI Cayman and GI Ireland entered into an amendment and restatement of that Additional Redemption Agreement dated November 10, 2015 between the GI Ireland and certain of its investors (the “ Amended and Restated Additional Redemption Agreement ”), which is filed herewith as Exhibit 10.1. Pursuant to the Amended and Restated Additional Redemption Agreement, GI Cayman assumed the rights previously held by GI Ireland to redeem GI Cayman ordinary shares from certain entities affiliated with Fox Paine & Company LLC (“ Fox Paine ”) which expire year end 2019. In connection with, and effective upon, the completion of the Redomestication, GI Cayman and GI Ireland entered into an assignment and assumption agreement of GI Ireland’s Amended and Restated Shareholders Agreement dated July 2, 2010, as amended (the “ Amended Shareholders Agreement ”), which is filed herewith as Exhibit 10.2. Pursuant to the Amended Shareholders Agreement GI Cayman assumed all of the rights and obligations of GI Ireland under agreement, including the transfer restrictions, registration rights and other provisions contained therein. In connection with, and effective upon, the completion of the Redomestication, GI Cayman and GI Ireland entered into a confirmation letter with Fox Paine, waiving any fees owed to Fox Paine pursuant to the Amended and Restated Management Agreement dated October 31, 2013 (“ Amended and Restated Management Agreement ”) in connection with the Redomestication and assigning the Amended and Restated Management Agreement to GI Cayman (the “ Confirmation Letter ”), which is filed herewith as Exhibit 10.3. Additionally, Global Indemnity Reinsurance Company Ltd. and Global Indemnity Group, Inc., each a subsidiary of GI Ireland, entered into, in connection with, and effective upon, the completion of the Redomestication, reaffirmations of the guaranty agreements in favor of Fox Paine dated March 15, 2011 (the “ Reaffirmation Agreements ”), which are filed herewith as Exhibits 10.4 and 10.5. The Reaffirmation Agreements indemnify Fox Paine for the services provided to GI Ireland pursuant to its Amended and Restated Management Agreement with the Company, dated October 31, 2013, which was assumed by GI Cayman pursuant to the Confirmation Letter. In connection with, and effective upon, the completion of the Redomestication, GI Cayman entered into an agreement to assume the obligations of GI Ireland under Section 11.13 of the Stock Purchase Agreement dated October 16, 2014 among American Bankers Insurance Group, Inc., Global Indemnity Group, Inc., solely for the purposes of certain Sections and Article XI, Assurant, Inc. and, solely for the purposes of Article XI, GI Ireland (the “ Stock Purchase Assumption Agreement” ), which is filed herewith as Exhibit 10.6. Pursuant to the Stock Purchase Assumption Agreement, GI Cayman assumed the obligations of GI Ireland to guarantee the obligations of Global Indemnity Group, Inc. under the Stock Purchase Agreement.

Copies of the Amended and Restated Additional Redemption Agreement, the Amended Shareholders Agreement, the Confirmation Letter, the Reaffirmation Agreements and the Stock Purchase Assumption Agreement (collectively, the “ Agreements ”) are filed herewith and are incorporated into this Item 1.01 by reference. The foregoing summary of the Agreements is qualified in its entirety by reference to Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6.

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Deed Poll and Indemnification Agreements

The information under the heading “Deed Poll and Indemnification Agreements” in Item 5.02 of this Form 8-K is incorporated by reference into this Item 1.01.

Supplemental Indenture

On November 7, 2016, each of GI Cayman, GI Ireland and Wells Fargo Bank, National Association, as Trustee, entered into a First Supplemental Indenture, dated November 7, 2016, to the Indenture dated as of August 12, 2015 (the “ Supplemental Indenture ”).

Pursuant to the Supplemental Indenture, GI Cayman has expressly assumed the obligations of GI Ireland under the Indenture, including the obligations of GI Ireland under the outstanding securities issued pursuant to such Indenture.

The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the relevant Supplemental Indenture, which is filed as Exhibit 4.2 hereto and is incorporated by reference into this Item 1.01.

Item 3.02.

Unregistered Sales of Equity Securities.

As described above under the heading “Background,” on November 7, 2016, pursuant to the Redomestication, all of the existing GI Ireland ordinary shares were cancelled, the reserves created on cancellation of the GI Ireland ordinary shares were used to issue GI Ireland ordinary shares to GI Cayman and, in return for such issuance of new GI Ireland ordinary shares to GI Cayman, GI Cayman issued GI Cayman ordinary shares to former holders of GI Ireland ordinary shares (other than GI Cayman) on a one-for-one basis. This resulted in the issuance of approximately 17,597,230 GI Cayman ordinary shares (which includes A ordinary shares and B ordinary shares). The terms and conditions of the issuance of the securities in connection with the Redomestication were sanctioned by the High Court of Ireland pursuant to orders issued on October 21, 2016 and on November 3, 2016 after a hearing upon the fairness of such terms and conditions at which all holders of GI Ireland ordinary shares had a right to appear and of which adequate notice had been given. The issuance was exempt from the registration requirements of the Securities Act by virtue of Section 3(a)(10) thereof.

Item 3.03.

Material Modification to Rights of Security Holders.

Ordinary Shares

The information above under the heading “Background” is incorporated by reference into this Item 3.03. GI Cayman adopted its amended and restated memorandum of association on November 4, 2016, a copy which was included in GI Ireland’s Definitive Proxy Statement on Schedule 14A filed with the SEC on July 15, 2016 and mailed to GI Ireland ordinary shareholders on or about July 15, 2016 (the “ Redomestication Proxy Statement ”). The description of the rights of holders of GI Cayman ordinary shares and the comparison thereof to the rights of holders of GI Ireland ordinary shares included under the headings “Description of Global Indemnity Limited Share Capital” and “Comparison of Rights of Shareholders and Powers of the Board of Directors” in the Redomestication Proxy Statement are incorporated by reference into this Item 3.03. A copy of GI Cayman’s amended and restated memorandum of association is filed herewith as Exhibit 3.3 and is incorporated by reference into this Item 3.03, and the foregoing information is qualified in its entirety by reference to Exhibit 3.3. A specimen of the share certificate evidencing GI Cayman ordinary shares is filed herewith as Exhibit 4.1.

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Item 5.01.

Changes in Control of Registrant.

The information above under the heading “Background” with respect to GI Ireland is incorporated by reference into this Item 5.01.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Directors and Executives

As previously announced in GI Ireland’s Current Report on Form 8-K filed on September 20, 2016, as of November 7, 2016, following completion of the Redomestication, the directors and executive officers of GI Ireland immediately prior to the completion of the Redomestication became the directors and executive officers of GI Cayman. GI Cayman’s directors (which will be subject to an election at the 2017 annual general meeting of GI Cayman) are Saul A. Fox, Joseph W. Brown, Raphael L. de Balmann, Seth J. Gersch, John H. Howes, Bruce Lederman and Cynthia Y. Valko. In addition, as of November 7, 2016, following completion of the Redomestication, GI Cayman’s Board of Directors replicated the committees of the Board of Directors that previously were in place for GI Ireland, which consist of an Audit Committee; a Compensation & Benefits Committee; an Investment Committee; an Enterprise Risk Committee; a Nominating Committee; a Governance Committee; and an Executive Committee.

Individual Employment Arrangements

In connection with, and effective upon, the completion of the Redomestication, GI Cayman and/or its subsidiaries assumed the existing liabilities, obligations and duties of GI Ireland and/or its subsidiaries under the individual employment arrangements by and between GI Ireland and/or its subsidiaries and each of the following named executive officers: Cynthia Y. Valko, William J. Devlin, Jr., Stephen Green, Thomas M. McGeehan, and Matthew B. Scott (collectively, the “ Employment Agreements ”). The Employment Agreements also were amended as appropriate to reflect the completion of the Redomestication. GI Cayman entered into a new Employment Agreement with Cynthia Y. Valko in connection with her continued employment as Chief Executive Officer, which agreement is filed herewith as Exhibit 10.7. Ms. Valko’s employment agreement with GI Cayman preserves the general operative provisions of the employment agreement that was in place between Ms. Valko and GI Ireland immediately before the Redomestication, including the expiration of the term of the agreement, and reflects other non-material changes to the terms of such agreement. The Employment Agreement amendment with William J. Devlin, Jr. is filed herewith as Exhibit 10.8. The Employment Agreement amendment with Stephen Green is filed herewith as Exhibit 10.9. The Employment Agreement amendment with Thomas M. McGeehan is filed herewith as Exhibit 10.10. The Employment Agreement amendment with Matthew B. Scott is filed herewith as Exhibit 10.11. Copies of the applicable Employment Agreement and amendments to Employment Agreements described above (together, the “ Employment Agreement and Amendments ”) are filed herewith and are incorporated into this Item 5.02 by reference. The foregoing summary of the Employment Agreement and Amendments is qualified in its entirety by reference to Exhibits 10.7, 10.8, 10.9, 10.10 and 10.11.

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Deed Poll and Indemnification Agreements

GI Cayman entered into a deed poll in favor of its shareholders for certain tax liabilities that may be incurred from time to time (the “ Deed Poll ”), which is filed herewith as Exhibit 10.12. GI Cayman and GI Ireland also entered into an assignment and assumption agreement related to the Indemnification Agreement, dated as of July 2, 2010 between United America Indemnity Ltd. and Fox Paine Capital Fund II International, L.P. (the “ Fox Paine Indemnification Agreement ”), which is filed herewith as Exhibit 10.13. GI Cayman also entered into the form of assignment and assumption agreement with its directors and officers, related to the Indemnification Agreement, dated as of July 2, 2010 between United America Indemnity Ltd. and such directors and officers (the “ D&O Indemnification Agreement ” and together with the Fox Paine Indemnification Agreement, the “ Indemnification Agreements ”). In connection with the Fox Paine Indemnification Agreement, GI Cayman has assumed GI Ireland’s obligations to indemnify Fox Paine for certain tax matters related to the Company’s change in jurisdiction in 2010. In connection with, and effective upon, the completion of the Redomestication, GI Cayman has assumed GI Ireland’s obligations pursuant to the D&O Indemnification Agreements substantially in the form filed herewith as Exhibit 10.14 with each of GI Cayman’s directors and its officers. The D&O Indemnification Agreements provide that GI Cayman will indemnify the indemnitees to the fullest extent permitted by Cayman law against claims related to each indemnitee’s service to (or at the request of) GI Cayman, except in certain circumstances, including: (i) where payment is actually made or then due (A) under an insurance policy, (B) pursuant to an agreement between indemnitee and GI Cayman or other entity served by indemnitee at the request of GI Cayman or (C) under the governing documents of GI Cayman or other entity served by indemnitee at the request of GI Cayman; (ii) in connection with a proceeding initiated by indemnitee, unless such proceeding was authorized by the GI Cayman board of directors or falls within certain limited exceptions specifically provided for in the D&O Indemnification Agreements; and (iii) where the indemnitee is found, in a final and non-appealable judgment of a court of competent jurisdiction, to be liable for fraud or willful misconduct. The D&O Indemnification Agreements also provide that any and all indemnifiable expenses shall, if so requested by the indemnitee, be advanced promptly as they are incurred, provided that the indemnitee must repay any such expense advance if it is determined in a final and non-appealable judgment of a court of competent jurisdiction that the indemnitee is not entitled to be indemnified against such expense.

Copies of the Deed Poll and the Indemnification Agreements are filed herewith and are incorporated into this Item 5.02 by reference. The foregoing summary of the Deed Poll and Indemnification Agreements is qualified in its entirety by reference to Exhibits 10.12, 10.13 and 10.14.

Employee Stock Plans and Awards

In connection with, and effective upon, the completion of the Redomestication, GI Cayman assumed the existing liabilities, obligations and duties of GI Ireland under the compensation and equity incentive plans maintained by GI Ireland, whereby GI Cayman assumed (a) (i) the sponsorship of the Global Indemnity plc Share Incentive Plan, as amended (the “ Share Incentive Plan ”), which plan had been originally approved by GI Ireland’s shareholders on June 11, 2014, and (ii) the then-outstanding awards granted under the Share Incentive Plan, including for purposes of granting future awards thereunder in accordance with the terms thereof, (b) the sponsorship of the Global Indemnity plc Annual Incentive Awards Program (the “ AIP ”) and the then-outstanding awards granted under the AIP, including for purposes of granting future awards thereunder in accordance with the terms thereof, and (c) the then-outstanding awards granted under the Global Indemnity plc Share Incentive Plan, as amended, which plan had expired pursuant to its terms on September 5, 2013.

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Additionally, in connection with, and effective upon, the completion of the Redomestication, GI Cayman amended and restated the Share Incentive Plan and the AIP (together, the “ Plans ”) to reflect GI Cayman’s assumption of the sponsorship thereof and other changes deemed necessary or appropriate to reflect the completion of the Redomestication.

Furthermore, in connection with, and effective upon, the completion of the Redomestication, the assumed awards described above were adjusted to cover GI Cayman A ordinary shares, rather than GI Ireland A ordinary shares, on a one-for-one basis.

Copies of the amended and restated Plans are filed herewith and are incorporated into this Item 5.02 by reference. The foregoing summary of the amended and restated Share Incentive Plan and AIP is qualified in its entirety by reference to Exhibits 10.15 and 10.16.

Item 8.01.

Other Events.

CUSIP

The CUSIP number for the GI Cayman A ordinary shares issued in place of the GI Ireland A ordinary shares is G3933F 105 and the CUSIP number for the GI Cayman B ordinary shares issued in place of the GI Ireland B ordinary shares is G3933F 113. The CUSIP number for the subordinated notes assumed by GI Cayman is G3933F 121.

Press Release

On November 7, 2016, GI Cayman issued a press release announcing the completion of the Redomestication. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Background

The information under the heading “Background” in this Form 8-K is incorporated by reference into this Item 8.01.

Registration Statements

In connection with the effectiveness of the Redomestication, on the date hereof, (i) GI Cayman expects to file with the SEC Post-Effective Amendments to Registration Statements on Form S-3 (File Nos. 333-205451 and File No. 333-202804) (the “ S-3 Post-Effective Amendments ”) and (ii) GI Cayman expects to file with the SEC Post-Effective Amendments to Registration Statements on Form S-8 (File Nos. 333-125175-99, 333-122569-99, and 333-115178-99), (the “ S-8 Post-Effective Amendments ”, together with the S-3 Post-Effective Amendments, the “ Registration Statements ”).

Pursuant to the S-3 Post-Effective Amendments and the S-8 Post-Effective Amendments, among other things, GI Cayman will expressly adopt the relevant Registration Statements as its own registration statements for all purposes of the Securities Act and the Exchange Act.

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Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:


Exhibit No.		Description

3.1		Certificate of Incorporation of Global Indemnity Limited

3.2		Certificate of Incorporation on Change of Name of Global Indemnity Limited

3.3		Amended and Restated Memorandum and Articles of Association of Global Indemnity Limited

4.1		Specimen Share Certificate (evidencing the common shares of Global Indemnity Limited)

4.2		First Supplemental Indenture, dated November 7, 2016, among Global Indemnity Limited, Global Indemnity plc and Wells Fargo Bank, National Association, as Trustee, to the Indenture dated as of August 12, 2015

10.1		Amended and Restated Additional Redemption Agreement, dated as of November 7, 2016, between Global Indemnity Limited, Global Indemnity plc and the other parties listed therein

10.2		Assignment and Assumption Agreement, dated as of November 7, 2016, between Global Indemnity Limited and Global Indemnity plc

10.3		Confirmation Letter, dated as of November 7, 2016, between Global Indemnity Limited, Global Indemnity plc, Global Indemnity (Cayman) Limited and Fox Paine & Company, LLC

10.4		Reaffirmation Agreement, dated as of November 7, 2016, by Global Indemnity Group, Inc.

10.5		Reaffirmation Agreement, dated as of November 7, 2016, by Global Indemnity Reinsurance Company, Ltd.

10.6		Assignment and Assumption Agreement, dated as of November 7, 2016, among Global Indemnity Limited, Global Indemnity plc, Global Indemnity Group, Inc., American Bankers Insurance Group, Inc., and Assurant, Inc.

10.7		Executive Employment Agreement with Cynthia Y. Valko, dated November 7, 2016

10.8		Amendment to Executive Employment Agreement with William J. Devlin, Jr., dated November 7, 2016

10.9		Amendment to Executive Employment Term Sheet with Stephen Green, dated November 7, 2016

10.10		Amendment to Executive Employment Agreement with Thomas M. McGeehan, dated November 7, 2016

10.11		Amendment to Executive Employment Agreement with Matthew B. Scott, dated November 7, 2016

10.12		Deed Poll, dated as of November 7, 2016, by Global Indemnity Limited

10.13		Assignment and Assumption Agreement, dated as of November 7, 2016, between Global Indemnity Limited, Global Indemnity plc and Fox Paine Capital Fund II International L.P.

10.14		Form of Assignment and Assumption Agreement, dated as of , 2016, between Global Indemnity Limited, Global Indemnity plc, United America Indemnity, Ltd. and certain directors and officers of who may become a party thereto

10.15		Global Indemnity Limited Share Incentive Plan, as amended and restated and effective as of November 7, 2016

10.16		Global Indemnity Limited Annual Incentive Awards Program, as amended and restated and effective as of November 7, 2016

99.1		Press Release dated November 7, 2016

99.2		“Description of Global Indemnity Limited Share Capital” and “Comparison of Rights of Shareholders and Powers of the Board of Directors” (Incorporated by reference to the sections so entitled of Global Indemnity plc’s Proxy Statement Schedule 14A filed on July 15, 2016)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 3.1

Exhibit 3.2

Exhibit 3.3

THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

GLOBAL INDEMNITY LIMITED

(ADOPTED BY SPECIAL RESOLUTION DATED 4 NOVEMBER 2016)

LOGO

REF: RL/EP/PW/136733

THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

GLOBAL INDEMNITY LIMITED

(ADOPTED BY SPECIAL RESOLUTION DATED 4 NOVEMBER 2016)

1.	The name of the company is Global Indemnity Limited (the “ Company ”).

2.	The registered office of the Company is situated at the offices of Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands or at such other location as the Directors may from time to time determine.

3.	The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Law (as amended) of the Cayman Islands (the “ Companies Law ”).

4.	The Company shall have and be capable of exercising all the functions of a natural Person of full capacity irrespective of any question of corporate benefit as provided by section 27(2) of the Companies Law.

The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

6.	The liability of the shareholders of the Company is limited to the amount, if any, unpaid on the shares respectively held by them.

The capital of the Company is US$100,000 divided into 600,000,000 A Ordinary Shares of US$ 0.0001 each, 300,000,000 B Ordinary Shares of US$ 0.0001 each and 100,000,000 Preferred Shares of US$0.0001 each, provided always that subject to the Companies Law and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

8.	The Company may exercise the power contained in section 206 of the Companies Law to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.

TABLE OF CONTENTS



ARTICLE	PAGE

TABLE A		1

INTERPRETATION		1

PRELIMINARY		5

SHARE CAPITAL AND RIGHTS OF THE SHARES		6

ADJUSTMENT OF VOTING POWER		9

PROVISION OF CERTAIN INFORMATION		10

REDEMPTION, PURCHASE AND SURRENDER OF SHARES		12

MODIFICATION OF RIGHTS		12

REQUIRED SALE OF SHARES		13

CERTIFICATES		14

FRACTIONAL SHARES		14

TRANSFER OF SHARES		14

TRANSMISSION OF SHARES		15

ALTERATION OF SHARE CAPITAL		16

REDEMPTION, PURCHASE AND SURRENDER OF SHARES		16

TREASURY SHARES		17

CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE		17

GENERAL MEETINGS		18

NOTICE OF GENERAL MEETINGS		19

PROCEEDINGS AT GENERAL MEETINGS		19

VOTES OF SHAREHOLDERS		21

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS		22

APPOINTMENT OF DIRECTORS		22

FPC DIRECTORS		23



ALTERNATE DIRECTOR			24

POWERS AND DUTIES OF DIRECTORS			24

BORROWING POWERS OF DIRECTORS			25

THE SEAL			25

DISQUALIFICATION OF DIRECTORS			26

PROCEEDINGS OF DIRECTORS			26

DIVIDENDS AND RESERVES			29

ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION			30

CAPITALISATION OF RESERVES			30

SHARE PREMIUM ACCOUNT			31

NOTICES			31

INDEMNITY			33

INDEMNITY FROM TAX LIABILITY RESULTING FROM ACTS OF SHAREHOLDERS			34

NON-RECOGNITION OF TRUSTS			35

CERTAIN SUBSIDIARIES			35

WINDING UP			36

UNTRACED HOLDERS			36

AMENDMENT OF ARTICLES OF ASSOCIATION			37

REGISTRATION BY WAY OF CONTINUATION			37

MERGERS AND CONSOLIDATION			37

DISCLOSURE			37

THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

GLOBAL INDEMNITY LIMITED

(ADOPTED BY SPECIAL RESOLUTION DATED 4 NOVEMBER 2016)

TABLE A

The Regulations contained or incorporated in Table ‘A’ in the First Schedule of the Companies Law shall not apply to Global Indemnity Limited (the “Company”) and the following Articles shall comprise the Articles of Association of the Company.

INTERPRETATION

1.	In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context:

“ Address ” includes any number or address used for the purposes of communication by way of electronic mail or other electronic communication.

“ Affiliate ” shall have the meaning ascribed to such term in Rule 12b-2 of the Exchange Act.

“ Appraised Value ” with respect to any Ordinary Share means, as of any specified date, the value of such Ordinary Share as of such date as determined by an independent appraiser retained by the Company and reasonably acceptable to the Shareholder the Ordinary Shares of which the Company has elected to purchase, redeem or assign the right to purchase pursuant to Articles 34 to 38.

“ Attribution Percentage ” means, with respect to a Shareholder and a Tentative 9.5% U.S. Shareholder, the percentage of the Shareholder’s Shares that are treated as Controlled Shares of such Tentative 9.5% U.S. Shareholder.

“ Articles ” means these articles of association of the Company, as amended or substituted from time to time.

“ Board ” means the board of Directors of the Company acting in that capacity as a board.

“ Branch Register ” means any branch Register of such category or categories of Shareholder as the Company may from time to time determine.

“ Business Day ” means any day except a Saturday, Sunday or other day on which banks in either of the Cayman Islands or New York City, United States are closed for business.

“ Class ” or “ Classes ” means any class or classes of Shares as may from time to time be issued by the Company.

“ Clear Days ” in relation to the period of notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.

“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time, or any United States federal statute then in effect that has replaced such statute, and a reference to a particular section thereof shall be deemed to include a reference to the comparable section, if any, of such replacement statute.

“ Companies Law ” means the Companies Law (as amended) of the Cayman Islands.

“ Confidential Information ” shall have the meaning given to such term in Article 24.

“ Conversion Ratio ” shall have the meaning given to such term in Article 12.

“ Controlled Shares ” means, in reference to any Person, all Shares that such Person owns or is deemed to own directly, indirectly (within the meaning of Section 958(a)(2) of the Code) or constructively (within the meaning of Section 958(b) of the Code and Treasury Regulations promulgated thereunder and under Section 957 of the Code).

“ Directors ” or the “ Board ” means the directors for the time being of the Company or the directors present at a meeting of the board of directors and includes any Person occupying the position of director by whatever name called.

“ Dividend Periods ” shall have the meaning given to such term in Article 14(b).

“ electronic ” and “ electronic signature ” have the meanings given to those words in the Electronic Transmissions Law (as amended).

“ Exchange ” shall mean any securities exchange or other system on which any Shares of the Company may be listed or otherwise authorised for trading from time to time, including, as may be applicable, The New York Stock Exchange and The NASDAQ Global Select Market (“ NASDAQ ”).

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder.

“ Fair Value ” with respect to any Share means, as of any specified date, (a) if such Shares are not traded on any Exchange, the fair market value per Share as determined by the Board without a minority discount but with an appropriate liquidity discount, such value and liquidity discount, if any, as determined by the Board, or (b) if such Shares are traded on any Exchange, the fair market value per Share as determined by the Board based on the last sales price per Share as at the NASDAQ market close or if there is none, the average of the bid and asked price per Share, in each case for the eight (8) Business Days prior to such date. If a Shareholder disagrees with the price so determined by the Board pursuant to (a), the Fair Value shall be the Appraised Value. The Fair Value per A Ordinary Share as of any specified date shall be identical to the Fair Value per B Ordinary Share on such date.

“ Fox Paine ” means Fox Paine & Company, LLC and any of its Affiliates.

“ FPC Director ” has the meaning set forth in Article 113.

“ FPC Shareholder ” has the meaning set forth in Article 113.

“ Group ” means the Company and its subsidiaries for the time being.

“ holder ” in relation to any Share, the member whose name is entered in the Register as the holder of the Share or, where the context permits, the members whose names are entered in the Register as the joint holders of Shares.

“ Indirect ” when referring to a holder of Shares, means ownership of Shares within the meaning of Section 958(a)(2) of the Code.

“ Memorandum of Association ” means the memorandum of association of the Company, as amended or substituted from time to time.

“ Office ” means the registered office of the Company as required by the Companies Law.

“ Officers ” means the officers for the time being and from time to time of the Company.

“ Ordinary Resolution ” means a resolution:

(a)

passed by a simple majority of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company provided that regard shall be had in computing such majority to the number of votes to which each Shareholder is entitled; or

(b)

approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed.

“ Ordinary Share ” means a Share designated as such and having the rights, and being subject to the restrictions, set out in these Articles.

“ paid up ” means paid up as to the nominal value and any premium payable in respect of the issue of any Shares and includes credited as paid up.

“ Person ” means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires, other than in respect of a Director or Officer in which circumstances Person shall mean any person or entity permitted to act as such in accordance with the laws of the Cayman Islands.

“ Preferred Share ” means a Share designated as such and having the rights, and being subject to the restrictions, set out in these Articles.

“ Purchase Notice ” means a written notice of the Board’s determination to either (i) redeem a Shareholder’s Shares, or (ii) require a Shareholder to sell Shares, which notice shall specify the date on which any such Shares are to be redeemed or purchased and the price at which such Shares are to be redeemed or purchased in accordance with Article 35.

“ Register ” means the register of Shareholders of the Company required to be kept pursuant to the Companies Law and includes any Branch Register(s) established by the Company in accordance with the Companies Law.

“ Required Sale ” shall have the meaning set forth in Article 36.

“ Required Seller ” shall have the meaning given such term in Article 35.

“ Seal ” means the common seal of the Company (if adopted) including any facsimile thereof.

“ Secretary ” means any Person appointed by the Directors to perform any of the duties of the secretary of the Company from time to time and for the time being.

“ Service ” shall have the meaning given to such term in Article 24.

“ Share ” means a share in the capital of the Company. All references to “ Shares ” herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression “ Share ” shall include a fraction of a Share.

“ Shareholder ” means a Person who is registered as the holder of Shares in the Register and includes each subscriber to the Memorandum of Association pending entry in the Register of such subscriber.

“ Share Premium Account ” means the share premium account established in accordance with these Articles and the Companies Law.

“ signed ” means bearing a signature or representation of a signature affixed by mechanical means.

“ Special Resolution ” means a special resolution of the Company passed in accordance with the Companies Law, being a resolution:

(a)

passed by a majority of not less than two-thirds of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given and provided that regard shall be had in computing such majority to the number of votes to which each Shareholder is entitled; or

(b)

approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed.

“ Tentative 9.5% U.S. Shareholder ” means a U.S. Person other than Fox Paine or a 13D Group in which Fox Paine is a participant, that, but for adjustments to the voting rights of Shares pursuant to Articles 17 to 20, would be a 9.5% U.S. Shareholder.

“ U.S. Person ” means a “United States Person” as defined in Section 957(c) of the Code.

“ 13D Group ” means, with respect to voting securities of the Company, any group of Persons formed for the purpose of acquiring, holding, voting or disposing of such securities which would

be required under Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder to file a statement on Schedule 13D with the United States Securities and Exchange Commission as a “Person” within the meaning of
Section 13(d)(3) of the Exchange Act if such group beneficially owned voting securities representing more than 5% of the total combined voting power of all such securities then outstanding.

“ 9.5% U.S. Shareholder ” means a U.S. Person other than Fox Paine or a 13D Group in which Fox Paine is a participant, the Controlled Shares of which constitute nine and one-half per cent. (9.5%) or more of the voting power of all issued and outstanding Shares of the Company and that would be generally required to recognise income with respect to the Company under Section 951(a)(1) of the Code, if the Company were a controlled foreign corporation as defined in Section 957 of the Code and if the ownership threshold under Section 951(b) of the Code were 9.5%.

“ Treasury Shares ” means Shares that were previously issued but were purchased, redeemed, surrendered or otherwise acquired by the Company and not cancelled.

2.	In these Articles, save where the context requires otherwise:

(a)

words importing the singular number shall include the plural number and vice versa;

(b)

words importing the masculine gender only shall include the feminine gender and any Person as the context may require;

(c)

the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;

(d)

reference to a dollar or dollars or USD (or $) and to a cent or cents is reference to dollars and cents of the United States of America and to €, euro, EUR or cent shall mean the official currency of the Eurozone;

(e)

reference to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force;

(f)

reference to any determination by the Directors shall be construed as a determination by the Directors in their sole and absolute discretion and shall be applicable either generally or in any particular case; and

(g)

reference to “in writing” shall be construed as written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing or partly one and partly another.

3.	Subject to the preceding Articles, any words defined in the Companies Law shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

PRELIMINARY

4.	The business of the Company may be commenced at any time after incorporation.

5.	The Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.

The expenses incurred in the formation of the Company and in connection with the offer for subscription and issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine.

The Directors shall keep, or cause to be kept, the Register at such place or (subject to compliance with the Companies Law and these Articles) places as the Directors may from time to time determine. In the absence of any such determination, the Register shall be kept at the Office. The Directors may keep, or cause to be kept, one or more Branch Registers as well as the Principal Register in accordance with the Companies Law, provided always that a duplicate of such Branch Register(s) shall be maintained with the Principal Register in accordance with the Companies Law.

SHARE CAPITAL AND RIGHTS OF THE SHARES

8.	The rights and restrictions attaching to the Ordinary Shares shall be as follows:

(a)

subject to the right of the Company to set record dates for the purposes of determining the identity of members entitled to notice of and/or to vote at a general meeting and the authority of the Board and chairman of the meeting to maintain order and security, the right to attend any general meeting of the Company and, subject to the voting limitations set out in Articles 17 to 20, to exercise one (1) vote per A Ordinary Share and ten (10) votes per B Ordinary Share held at any general meeting of the Company:

(b)

the right to participate pro rata in all dividends declared by the Company in accordance with the relevant provisions of these Articles; and

(c)

the right, in the event of the Company’s winding up, to participate pro rata in the total assets of the Company.

9.	All shares shall be issued fully paid as to their nominal value, together with any premium determined by the Board at the time of issue and shall be non-assessable.

10.	The rights attaching to the Ordinary Shares may be subject to the terms of issue of any series or Class of Preferred Shares issued and allotted by the Directors from time to time in accordance with Article 14.

11.	All Ordinary Shares shall rank pari passu with each other in all respects. Notwithstanding anything in the Memorandum of Association or these Articles to the contrary:

(a)

the holders of Ordinary Shares shall be entitled to receive, from time to time, when and as declared, such cash dividends as the Board, in its discretion, or the Company may from time to time determine, out of such funds as are legally available therefor, in proportion to the number of Shares held by them, respectively, without regard to Class.

(b)

the holders of Ordinary Shares shall be entitled to receive, from time to time, when and as declared, such dividends of Shares or other securities of the Company or other

property as the Board, in its discretion, or the Company may determine, out of such funds as are legally available therefor. Such dividends on, or bonus issues or Share splits of, any Class of Ordinary Shares shall not be paid or issued unless paid or issued on all Classes of Ordinary Shares, in which case such dividends shall be paid or issued only in Shares of that Class. Any decrease in the number of Shares of any Class of Ordinary Shares resulting from a combination or consolidation of Shares or other capital reclassification shall not be permitted unless parallel action is taken with respect to each other Class of Ordinary Shares, so that the number of Shares of each Class of Ordinary Shares outstanding shall be decreased proportionately.

12.

Each B Ordinary Share shall be convertible, at the option of the holder thereof, at any time into such number of fully paid and non-assessable A Ordinary Shares at the then-applicable Conversion Ratio. The ratio at which A Ordinary Shares shall be issuable upon conversion of the B Ordinary Shares (the “ Conversion Ratio ”) shall initially be 1:1. The Conversion Ratio shall be subject to adjustment as provided in Article 13 below. In the event that a holder of any B Ordinary Share shall effect an optional conversion pursuant to this Article 12:

(a)

the Company’s Register shall be updated to reflect such conversion;

(b)

such conversion shall be deemed to have been made immediately prior to the close of business on the date upon which such election is expressed to be effective, and the Person or Persons entitled to receive the A Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Shares on such date;

(c)

on the date fixed for conversion, the Register shall be updated to show that the converted B Ordinary Shares have been redeemed or repurchased and all rights with respect to the B Ordinary Shares so converted have terminated, with the exception of the rights of the holders thereof to receive A Ordinary Shares. Any certificates issued in respect of any B Ordinary Shares so converted shall be cancelled and of no further effect.

The Directors may effect such conversion in any manner available under applicable law, including redeeming or repurchasing the relevant B Ordinary Shares and applying the proceeds thereof towards payment for the new A Ordinary Shares. For purposes of the repurchase or redemption, the Directors may, subject to the Company being able to pay its debts in the ordinary course of business, make payments out of amounts standing to the credit of the Company’s share premium account or out of its capital.

13.	The Conversion Ratio shall be subject to adjustment for any:

(a)

subdivision or concentration of the number of A Ordinary Shares (whether by share dividend, consolidation and subdivision of shares or otherwise) into a greater or lesser number of A Ordinary Shares; or

(b)

any other capital reorganization, re-designation, conversion, reclassification or otherwise affecting the number or composition of the A Ordinary Shares,

in each case where the B Ordinary Shares have not been proportionately affected thereby.

14.	The Board is empowered to cause Preferred Shares to be issued from time to time as Shares of one or more series of Preferred Shares, and in the resolution or resolutions providing for the issue of Shares of each particular series, before issuance, the Board is expressly authorised to fix:

(a)

the distinctive designation of such series and the number of Shares which shall constitute such series, which number may be increased (except as otherwise provided by the Board in creating such series) or decreased (but not below the number of Shares thereof then in issue) from time to time by resolution of the Board;

(b)

the dividend rate on Shares of such series and preferences with respect thereto, if any, the dividend payment dates, the periods in respect of which dividends are payable (“ Dividend Periods ”), whether such dividends shall be cumulative and, if cumulative, the date or dates from which dividends shall accumulate and whether such dividends may be payable in cash or in kind;

(c)

the terms, if any, on which Shares of such series may be redeemed, including without limitation, the redemption price or prices for such series, which may consist of a redemption price or scale of redemption prices applicable only to redemption in connection with a sinking fund (which term as used herein shall include any fund or requirement for the periodic purchase or redemption of Shares), and the same or a different redemption price or scale of redemption prices applicable to any other redemption;

(d)

the terms and amount of any sinking fund provided for the purchase or redemption of Shares of such series;

(e)

the amount or amounts which shall be paid to the holders of Shares of such series in case of liquidation, dissolution or winding up of the Company, whether voluntary or involuntary;

(f)

the terms, if any, upon which the holders of Shares of such series may convert Shares thereof into Shares of any other Class or Classes or of any one or more series of the same Class or of another Class or Classes;

(g)

the voting rights, full or limited, if any, of the Shares of such series and whether or not and under what conditions the Shares of such series (alone or together with the Shares of one or more other series having similar provisions) shall be entitled to vote separately as a single Class;

(h)

whether or not the holders of Shares of such series, as such, shall have any pre-emptive or preferential rights to subscribe for or purchase Shares of any Class or series of Shares of the Company, now or hereafter authorised, or any securities convertible into, or warrants or other evidences of optional rights to purchase or subscribe for, Shares of any Class or series of the Company, now or hereafter authorised;

(i)

whether or not the issuance of additional Shares of such series, or of any Shares of any other series, shall be subject to restrictions as to issuance, or as to the preferences, rights and qualifications of any such other series; and

(j)

such other rights, preferences and limitations as may be permitted to be fixed by the Board of the Company under the laws of the Cayman Islands as in effect at the time of the creation of such series.

Notwithstanding the fixing of the number of Preferred Shares constituting a particular series, the Board at any time thereafter may otherwise authorise the issuance of additional Preferred Shares of the same series and with the same rights, subject always to the Companies Law and the Memorandum of Association. The Board is authorised to change the designations, rights, preferences and limitations of any series of Preferred Shares theretofore established, no Shares of which have been issued. The rights conferred upon the holder of any pre-existing Shares in the share capital of the Company shall be deemed not to be varied by the creation, issue and allotment of Shares with preferred or other rights in accordance with these Articles.

15.

No dividend shall be declared and set apart for payment on any series of Preferred Shares in respect of any Dividend Period unless all dividends have been paid, or declared and set apart for payment, in full on all Preferred Shares of each other series entitled to cumulative dividends at the time outstanding that rank senior or equally as to dividends with the series in question (“ Senior Preferred Shares ”) and there shall likewise be or have been paid, or declared and set apart for payment, on all Senior Preferred Shares, dividends rateably in accordance with the sums that would be payable on such Preferred Shares.

16.

If, upon the winding up of the Company, the assets of the Company distributable among the holders of any one or more series of Preferred Shares that (a) are entitled to a preference over the holders of the Ordinary Shares upon such winding up, and (b) rank equally in connection with any such distribution, shall be insufficient to pay in full the preferential amount to which the holders of such Preferred Shares shall be entitled, then such assets, or the proceeds thereof, shall be distributed among the holders of each such series of Preferred Shares rateably in accordance with the sums that would otherwise have been payable on such distribution if all sums payable were discharged in full.

ADJUSTMENT OF VOTING POWER

17.

The voting power of all Shares is hereby adjusted (and shall be automatically adjusted in the future) to the extent necessary so that there is no 9.5% U.S. Shareholder. The Board shall implement the foregoing in the manner provided herein; provided, however, that the foregoing provision and the remainder of this Article 17 shall not apply in the event that one Person or 13D Group beneficially owns (as used in Rule 13d-3 promulgated under the Exchange Act) greater than 75% of the voting power or value of the issued Shares of the Company; provided further, that such adjustment shall not apply to Fox Paine or any 13D Group in which Fox Paine participates.

(a)

the Board shall from time to time, including prior to any time at which a vote of Shareholders is taken, take all reasonable steps necessary to ascertain, including those specified in Articles 21 to 27, through communications with Shareholders or otherwise, whether there exists, or will exist at the time any vote of Shareholders is taken, a Tentative 9.5% U.S. Shareholder;

(b)

in the event that a Tentative 9.5% U.S. Shareholder exists, the aggregate votes conferred by Shares held by a Shareholder and treated as Controlled Shares of that Tentative 9.5% U.S. Shareholder shall be reduced to the extent necessary such that the Controlled Shares of the Tentative 9.5% U.S. Shareholder will constitute less than 9.5% of the voting power of all issued Shares. In applying the previous sentence where Shares held by more than one Shareholder are treated as Controlled Shares of such Tentative 9.5% U.S. Shareholder, the reduction in votes shall apply to such Shareholders in descending order according to their respective Attribution Percentages; provided that, in the event of a tie, the reduction shall apply pro rata to the Shareholders. The votes of Shareholders

owning no Shares treated as Controlled Shares of any Tentative 9.5% U.S. Shareholder shall, in the aggregate, be increased by the same number of votes subject to reduction as described above. Such increase shall apply to all such Shareholders in proportion to their voting power at that time; provided that such increase shall be limited to the extent necessary to avoid causing any U.S. Person to be a 9.5% U.S. Shareholder. The adjustments of voting power described in Articles 17 to 20 shall apply repeatedly until there is no 9.5% U.S. Shareholder. The Board may deviate from any of the principles described in Articles 17 to 20 and determine that Shares held by a Shareholder shall carry different voting rights as it determines appropriate (A) to avoid the existence of any 9.5% U.S. Shareholder or (B) to avoid adverse tax, legal or regulatory consequences to the Company, any subsidiary of the Company, or any other Shareholder or its Affiliates. For the avoidance of doubt, in applying the provisions of Articles 17 to 20, a Share may carry a fraction of a vote.

18.

In addition to the provisions of Article 17, Shares shall not carry any right to vote to the extent that the Board determines, in its sole and absolute discretion, that it is necessary that such Shares should not carry the right to vote in order to avoid adverse tax, legal or regulatory consequences to the Company, any subsidiary of the Company, or any other direct or indirect holder of Shares or its Affiliates; provided that no adjustment pursuant to this sentence shall cause any Person to become a 9.5% U.S. Shareholder.

19.	Prior to any date on which Shareholders shall vote on any matter, the Board shall:

(a)

retain the services of an internationally recognised accounting firm or organization with comparable professional capabilities in order to assist the Company in applying the principles of Articles 17 to 20;

(b)

obtain from such firm or organisation a statement describing the information obtained and procedures followed and setting forth the determinations made with respect to Articles 17 to 20; and,

(c)

notify each Shareholder of the voting power conferred by its Shares determined in accordance with Articles 17 to 20.

20.	Any determination by the Board as to any adjustments to voting power of any Share made pursuant to Articles 17 to 20 shall be final and binding.

PROVISION OF CERTAIN INFORMATION

21.

The Board shall have the authority to request from any direct or indirect holder of Shares, and such holder shall provide, such information as the Board may reasonably request for the purpose of determining whether any holder’s voting rights are to be adjusted. If such holder fails to respond to such a request, or submits incomplete or inaccurate information in response to such a request, the Board may in its sole and absolute discretion determine that such holder’s Shares shall carry no voting rights, in which case such Shares shall not carry any voting rights until otherwise determined by the Board in its sole and absolute discretion.

22.	Any direct or indirect holder of Shares shall give notice to the Company within ten (10) days following the date that such holder acquires actual knowledge that it is the owner of Controlled Shares of 9.5% or more of the voting power of all issued and outstanding Shares.

23.

Notwithstanding the foregoing, no Shareholder shall be liable to any other Shareholder or the Company for any losses or damages resulting from such holder’s failure to respond to, or submission of incomplete or inaccurate information in response to, a request under Article 21 or from such Shareholder’s failure to give notice under Article 22.

24.

Any information provided by any Shareholder to the Company pursuant to Articles 21 to 27 or for purposes of making the analysis required by Articles 17 to 20, 34 to 38, or 42, shall be deemed “confidential information” (the “ Confidential Information ”) and shall be used by the Company solely for the purposes contemplated by such Articles (except as may be required otherwise by applicable law or regulation). The Company shall hold such Confidential Information in strict confidence and shall not disclose any Confidential Information that it receives, except:

(a)

to the U.S. Internal Revenue Service (the “ Service ”) if and to the extent the Confidential Information is required by the Service;

(b)

to any outside legal advisers or accounting firm engaged by the Company to make determinations regarding the relevant Articles;

(c)

to officers, employees or outside advisers of the Company, for the purposes set forth in Article 25; or

(d)

as otherwise required by applicable law or regulation.

25.

The Company shall take all measures practicable to ensure the continued confidentiality of the Confidential Information and shall grant the Persons referred to in Articles 24(b) or 24(c)access to the Confidential Information only to the extent necessary to allow them to assist the Company in any analysis required by Articles 17 to 20, 34 to 38, or 42 or to determine whether the Company would realise any income that would be included in the income of any Shareholder (or any interest holder, whether direct or indirect, of any Shareholder) by operation of Section 953(c) of the Code. Prior to granting access to the Confidential Information to such Persons or to any officer or employee as set forth below, the Company shall inform them of its confidential nature and of the provisions of Articles 21 to 27 and shall require them to abide by all the provisions of these Articles 21 to 27. The Company shall not disclose the Confidential Information to any Director (other than a Director that is also a senior executive except as required by law or regulation, upon request to the Company).

26.

For the avoidance of doubt, the Company shall be permitted to disclose to the Shareholders and others the relative voting percentages of the Shareholders after application of Articles 17 to 20. At the written request of a Shareholder, the Confidential Information of such Shareholder shall be destroyed or returned to such Shareholder after the later to occur of:

(a)

such Shareholder no longer being a Shareholder; or

(b)

the expiration of the applicable statute of limitations with respect to any Confidential Information obtained for purposes of engaging in any tax-related analysis.

27.	The Company shall:

(a)

notify a Shareholder immediately of the existence, terms and circumstances surrounding any request made to the Company to disclose any Confidential Information provided by or with respect to such Shareholder and, prior to such disclosure, shall permit such Shareholder a reasonable period of time to seek a protective order or other appropriate remedy or waive compliance with the provisions of Articles 21 to 27; and

(b)

if, in the absence of a protective order or waiver, such disclosure is required in the opinion of legal advisers to the Company, the Company shall make such disclosure without liability hereunder,

provided that the Company shall furnish only that portion of the Confidential Information that is legally required, shall give such Shareholder notice of the information to be disclosed as far in advance of its disclosure as practicable and, upon the request of such Shareholder and at its expense, shall use reasonable efforts to ensure that confidential treatment will be accorded to all such disclosed information.

REDEMPTION, PURCHASE AND SURRENDER OF SHARES

28.	Subject to the Companies Law, the Company may:

(a)

issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Shareholder on such terms and in such manner as the Directors may determine;

(b)

purchase its own Shares (including any redeemable Shares) on such terms and in such manner as the Directors may determine and agree with the Shareholder;

(c)

make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Companies Law, including out of its capital; and

(d)

accept the surrender for no consideration of any paid up Share (including any redeemable Share) on such terms and in such manner as the Directors may determine.

29.	Any Share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption.

30.	The redemption, purchase or surrender of any Share shall not be deemed to give rise to the redemption, purchase or surrender of any other Share.

31.

The Directors may when making payments in respect of redemption or purchase of Shares, if authorised by the terms of issue of the Shares being redeemed or purchased or with the agreement of the holder of such Shares, make such payment either in cash or in specie including, without limitation, interests in a special purpose vehicle holding assets of the Company or holding entitlement to the proceeds of assets held by the Company or in a liquidating structure.

MODIFICATION OF RIGHTS

32.

Whenever the capital of the Company is divided into different Classes (and as otherwise determined by the Directors) the rights attached to any such Class may, subject to any rights or restrictions for the time being attached to any Class, only be materially adversely varied or abrogated with the consent in writing of the holders of not less than seventy five per cent. (75%) of the issued Shares of the relevant Class, or with the sanction of a resolution passed at a separate meeting of the holders of the Shares of such Class by a majority of seventy five per cent. (75%) of the votes cast at such a meeting. To every such separate meeting all the

provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be at least one person present in person or by proxy holding or representing at least one-third of the voting power of the issued Shares of that Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those Shareholders who are present shall form a quorum) and that, subject to any rights or restrictions for the time being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one vote for each Share of the Class held by him. For the purposes of this Article the Directors may treat all the Classes or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate Classes. The Directors may vary the rights attaching to any Class without the consent or approval of Shareholders provided that the rights will not, in the determination of the Directors, be materially adversely varied or abrogated by such action.

33.

The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the Shares of that Class, be deemed to be materially adversely varied or abrogated by, inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them or the redemption or purchase of any Shares of any Class by the Company.

REQUIRED SALE OF SHARES

34.

If the Board reasonably determines that any Shareholder’s ownership of Shares (after giving effect to any voting limitations set forth in Articles 17 to 20) will result in a non- de minimis adverse tax, legal or regulatory consequence to the Company, any of its subsidiaries or any other direct or indirect holder of Shares in the Company or its Affiliates, the Company shall have the option but not the obligation to:

(a)

redeem; or

(b)

repurchase; or

(c)

assign to a third party the right to purchase;

the minimum number of Shares held by such Person that is necessary to eliminate such non- de minimis adverse tax, legal or regulatory consequence at a price equal to the Fair Value of such Shares.

35.

In the event that the Company determines, pursuant to these Articles 34 to 38, to redeem, repurchase or assign to a third party the right to purchase Shares of a Shareholder (a “ Required Seller ”), the Company shall provide a Purchase Notice to such Shareholder. The Company may revoke the Purchase Notice at any time prior to the closing of such sale or redemption.

36.

The closing of a sale or redemption of Shares pursuant to these Articles 34 to 38 (a “ Required Sale ”) shall take place at a location and date selected by the Company and set forth in the Purchase Notice which shall be delivered at least five (5) Business Days prior to the closing date specified therein; provided, however, that such closing date shall be no earlier than the later of: (i) five (5) Business Days after a Purchase Notice is given with respect to a purchase or redemption of Shares; and (ii) five (5) Business Days after the date of determination of Appraised Value in the event that a Shareholder objects to the Board’s determination of Fair Value contained in a Purchase Notice. Payment of the Purchase Price shall be by wire transfer at such closing.

37.

The Company shall pay the costs and fees of such appraiser, and the decision of the appraiser making such determination of Appraised Value shall be final and binding on the Company and the Shareholder. Such Appraised Value shall be determined as a pro rata portion of the value of the Company taken as a whole, based on the higher of: (a) the value derived from a hypothetical sale of the Company as a going concern by a willing seller to a willing buyer (neither acting under any compulsion); and (b) the liquidation value of the Company. No discount shall be applied on account of: (i) the purchased Shares representing a minority interest; (ii) any lack of liquidity of the purchased Shares; (iii) the fact that the purchased Shares may constitute “restricted securities” for securities law purposes; (iv) the existence of the Company’s right, as set forth in these Articles and any Shareholders’ agreement, to require Shareholders to sell Shares to the Company or to one or more third parties designated by the Company; or (v) the existence of the possibility of a reduction in voting power pursuant to these Articles.

38.

Notwithstanding the provisions of these Articles 34 to 38, no Shareholder shall be permitted to sell Shares in a Required Sale to the extent that such sale would (after giving effect to any adjustment to voting power imposed in accordance with Articles 17 to 20) cause a non- de minimis adverse tax, legal or regulatory consequences to the Company, any of its subsidiaries, any other Shareholder or its Affiliates.

CERTIFICATES

39.	No Person shall be entitled to a certificate for any or all of his Shares, unless the Directors shall determine otherwise.

FRACTIONAL SHARES

40.

The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated.

TRANSFER OF SHARES

41.

The instrument of transfer of any Share shall be in any usual or common form or such other form as the Directors may determine and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares.

42.

The Directors may decline to approve or register any transfer of Shares if it appears to the Directors, in their sole and absolute discretion, after taking into account, among other things, the limitation on voting rights contained in Articles 17 to 20, that any non-de minimis adverse tax, regulatory or legal consequences to the Company, any subsidiary of the Company, or any other direct or indirect holder of Shares or its Affiliates would result from such transfer (including if such consequence arises as a result of any U.S. Person owning Controlled Shares constituting 9.5% or more of the value of the Company or the voting Shares of the Company (but subject to the provisions of Articles 17 to 20)). The Directors shall have the authority to request from any direct

or indirect holder of Shares, and such holder shall provide, such information as the Directors may reasonably request for the purpose of determining whether any transfer should be permitted. If such information is not provided, the Directors may decline to approve or register such transfer.

43.	Subject to any applicable requirements of any Exchange on which the Shares are listed or traded, the Directors:

(a)

may decline to approve or to register any transfer of any Share unless: (i) such Share has been registered under the U.S. Securities Act of 1933, as amended from time to time; or, (ii) a written opinion from counsel acceptable to the Company shall have been obtained to the effect that registration of such transfer under the U.S. Securities Act of 1933, as amended from time to time, is not required; and,

(b)

shall decline to approve or to register any transfer of any Share if the transferee shall not have been approved by applicable governmental authorities if such approval is required.

44.	The Directors may decline to recognise any instrument of transfer unless the instrument of transfer is in respect of one Class of Share only.

45.	If the Directors refuse to register a transfer they shall, within ten (10) business days after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.

46.	The registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine.

47.	All instruments of transfer that are registered shall be retained by the Company, but any instrument of transfer that the Directors decline to register shall (except in any case of fraud) be returned to the Person depositing the same.

TRANSMISSION OF SHARES

48.

The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised by the Company as having any title to the Share. In the case of a Share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased holder of the Share, shall be the only Person recognised by the Company as having any title to the Share.

49.

Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Person could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy.

50.

A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company.

ALTERATION OF SHARE CAPITAL

51.	The Company may from time to time by Ordinary Resolution increase the authorised share capital by such sum, to be divided into Shares of such Classes and amount, as the resolution shall prescribe.

52.	The Company may by Ordinary Resolution:

(a)

consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;

(b)

convert all or any of its paid up Shares into stock and reconvert that stock into paid up Shares of any denomination;

(c)

subdivide its existing Shares, or any of them into Shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and

(d)

cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.

53.	Subject to the provisions of Article 54, the Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorised by law.

54.

The Company shall not increase, reduce or alter its share capital, if such action, in the Board’s sole and absolute discretion, would cause a non -de minimis adverse tax, legal or regulatory consequence to the Company, any of its subsidiaries or any direct or indirect shareholder or its Affiliates.

55.

Whenever as a result of an alteration or reorganisation of the Share capital of the Company any Shareholders would become entitled to fractions of a Share, the Directors may, on behalf of those Shareholders, sell the Shares representing the fractions for the best price reasonably obtainable to any person and distribute the net proceeds of sale (after deduction of, without limitation, brokerage commissions and other sale expenses) in due proportion among those Shareholders, and the Directors may authorise any person to execute an instrument of transfer of the Shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the Shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

REDEMPTION, PURCHASE AND SURRENDER OF SHARES

56.	Subject to the Companies Law, the Company may:

(a)

issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Shareholder on such terms and in such manner as the Directors may determine;

(b)

purchase its own Shares (including any redeemable Shares) on such terms and in such manner as the Directors may determine and agree with the Shareholder;

(c)

make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Companies Law, including out of its capital; and

(d)

accept the surrender for no consideration of any paid up Share (including any redeemable Share) on such terms and in such manner as the Directors may determine.

57.	Any Share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption.

58.	The redemption, purchase or surrender of any Share shall not be deemed to give rise to the redemption, purchase or surrender of any other Share.

59.

TREASURY SHARES

60.

Shares that the Company purchases, redeems or acquires (by way of surrender or otherwise) may, at the option of the Company, be cancelled immediately or held as Treasury Shares in accordance with the Companies Law. In the event that the Directors do not specify that the relevant Shares are to be held as Treasury Shares, such Shares shall be cancelled.

61.	No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to members on a winding up) may be declared or paid in respect of a Treasury Share.

62.	The Company shall be entered in the Register as the holder of the Treasury Shares provided that:

(a)

the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;

(b)

a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Companies Law, save that an allotment of Shares as fully paid bonus shares in respect of a Treasury Share is permitted and Shares allotted as fully paid bonus shares in respect of a treasury share shall be treated as Treasury Shares.

63.	Treasury Shares may be disposed of by the Company on such terms and conditions as determined by the Directors.

CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE

64.	For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any general meeting or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend, or in order to make a determination as to who is a

Shareholder for any other purpose, the Board may provide that the Register shall be closed for transfers for a stated period, which period shall not exceed in any case thirty (30) days in each year. If the Register shall be so closed for the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any general meeting the Register shall be so closed for at least ten (10) days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register.

65.	In lieu of or apart from closing the Register:

(a)

the Board may fix in advance a date as the record date for any such determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders; and

(b)

for the purpose of determining those Shareholders that are entitled to receive payment of any dividend the Board may, at or within ninety (90) days prior to the date of declaration of such dividend fix a subsequent date as the record date for such determination.

66.

If the Register is not so closed and no record date is fixed for the determination of those Shareholders entitled to receive notice of, attend or vote at a general meeting or those Shareholders that are entitled to receive payment of a dividend, the tenth (10th) day following the date on which notice of the meeting is posted or the date on which the resolution of the Board declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders that are entitled to receive notice of, attend or vote at a general meeting has been made as provided in these Articles, such determination shall apply to any adjournment thereof.

GENERAL MEETINGS

67.	All general meetings other than annual general meetings shall be called extraordinary general meetings.

68.

The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and shall specify the meeting as such in any notice convening it. The first such annual general meeting shall be held within 15 months of the date of the adoption of these Articles. Thereafter, no more than fifteen months shall elapse between the date of one annual general meeting of the Company and that of the next. All general meetings of the Company may be held within or outside the Cayman Islands.

69.	The Board may whenever it thinks fit convene an extraordinary general meeting.

70.

General meetings shall also be convened on the requisition in writing of any Shareholder or Shareholders entitled to attend and vote at general meetings of the Company holding at least ten percent of the paid up voting share capital of the Company deposited at the Office specifying the objects of the meeting and signed by the requisitionists, and the Directors shall convene any such meeting within 21 days of, and for a date not later than 90 days after, the date of such deposit.

71.

The Directors may cancel or postpone any duly convened general meeting at any time prior to such meeting, except for general meetings requisitioned by the Shareholders in accordance with these Articles, for any reason or for no reason at any time prior to the time for holding such meeting or, if the meeting is adjourned, the time for holding such adjourned meeting. The Directors shall give Shareholders notice in writing of any cancellation or postponement. A postponement may be for a stated period of any length or indefinitely as the Directors may determine.

72.

If at any time there are no Directors, any two Shareholders (or if there is only one Shareholder then that Shareholder) entitled to vote at general meetings of the Company may convene a general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors.

73.	A Director and the auditor shall be entitled, notwithstanding that he is not a Shareholder, to attend and speak at any general meeting and at any separate meeting of the holders of any Class of Shares in the Company.

74.

The Board may, in its absolute discretion, postpone any general meeting called in accordance with the provisions of these Articles (other than a meeting requisitioned under Article 70) if the Board considers that, for any reason, it is impractical or unreasonable to hold the general meeting, provided that notice of postponement is given to each member before the time for such meeting. Fresh notice of the date, time and place for the postponed meeting shall be given to each member in accordance with the provisions of these Articles.

NOTICE OF GENERAL MEETINGS

75.	An annual general meeting, and an extraordinary general meeting called for the passing of a Special Resolution, shall be called by not less than twenty-one Clear Days’ notice and all other extraordinary general meetings shall be called by not less than fourteen Clear Days’ notice, in each case.

76.

Notice shall be given in the manner hereinafter provided or in such other manner (if any) as may be prescribed by the Company by Ordinary Resolution to such Persons as are, under these Articles, entitled to receive such notices from the Company, but with the consent of all the Shareholders entitled to receive notice of some particular meeting and attend and vote thereat, that meeting may be convened by such shorter notice or without notice and in such manner as those Shareholders may think fit.

77.	The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Shareholder shall not invalidate the proceedings at any meeting.

78.	There shall appear with reasonable prominence in every notice of general meetings of the Company a statement that a Shareholder entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him and that proxy need not be a Shareholder.

79.	In cases where instruments of proxy are sent out in notices, the accidental omission to send such instrument of proxy to, or non-receipt of such instrument of proxy by, any person entitled to receive notice shall not invalidate any resolution passed or any proceeding at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

80.

All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting. No special business shall be transacted at a general meeting without the consent of all the shareholders entitled to received notice of that meeting unless notice of such special business has been given in the notice convening that meeting.

81.

No business shall be transacted at any general meeting unless a quorum of Shareholders is present at the time when the meeting proceeds to business. Save as otherwise provided by these Articles, one or more Shareholders holding at least a majority of the paid up voting share capital of the Company present in person or by proxy and entitled to vote at that meeting shall form a quorum.

82.

If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved. In any other case it shall stand 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 from the time appointed for the meeting the Shareholder or Shareholders present and entitled to vote shall form a quorum.

83.

If the Board wishes to make this facility available to Shareholders for a specific or all general meetings of these Company, a Shareholder may participate in any general meeting of the Company, by means of a telephone, video, electronic or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other simultaneously and instantaneously and such participation shall be deemed to constitute presence in person at the meeting.

84.	The chairman, if any, of the Board, and, if the chairman is not present, the vice chairman or such other officer or Person as the Board shall designate, shall preside as chairman at every general meeting of the Company.

85.

If there is no such chairman, or if at any general meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, any Director or Person nominated by the Directors shall preside as chairman, failing which the Shareholders present in person or by proxy shall choose any Person present to be chairman of that meeting.

86.	The chairman may adjourn a meeting from time to time and from place to place either:

(a)

with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting); or

(b)

without the consent of such meeting if, in his sole opinion, he considers it necessary to do so to:

(i)

secure the orderly conduct or proceedings of the meeting; or

(ii)

give all Persons present in person or by proxy and having the right to speak and / or vote at such meeting, the ability to do so,

but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting, or adjourned meeting, is adjourned for fourteen days or more, notice of the adjourned meeting shall be given in the manner provided for the original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

87.	At any general meeting a resolution put to the vote of the meeting shall be decided by a poll.

88.	A poll it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

89.	In the case of an equality of votes, the chairman of the meeting shall be entitled to a second or casting vote.

90.

If authorised by the Board, any vote taken by written ballot may be satisfied by a ballot submitted by electronic transmission; provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorised by the Shareholder or proxy.

91.

The Board may, and at any general meeting, the chairman of such meeting may make any arrangement and impose any requirement or restriction it or he considers appropriate to ensure the security of a general meeting including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place. The Board and, at any general meeting, the chairman of such meeting are entitled to refuse entry to a Person who refuses to comply with such arrangements, requirements or restrictions.

VOTES OF SHAREHOLDERS

92.

Subject to any rights and restrictions for the time being attached to any class or classes of shares, every Shareholder present in person and every Person representing a Shareholder by proxy at any general meeting shall have such number of votes with respect to such Shares that such Shareholder or the Person represented by proxy holds is entitled by the terms of issue of such shares.

93.	In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register.

94.

A Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote in respect of Shares carrying the right to vote held by him, whether on a show of hands or on a poll, by his committee, or other Person in the nature of a committee appointed by that court, and any such committee or other Person, may vote in respect of such Shares by proxy.

95.	Votes may be given either personally or by proxy.

96.

Every Shareholder entitled to attend and vote at a general meeting may appoint a proxy to attend, speak and vote on his behalf and may appoint more than one proxy to attend, speak and vote at the same meeting. The appointment of a proxy shall be in any form which the Directors may approve and, if required by the Company, shall be signed by or on behalf of the appointer. In relation to written proxies, a body corporate may sign a form of proxy under its common seal or under the hand of a duly authorised officer thereof or in such other manner as the Directors may approve. A proxy need not be a Shareholder of the Company. The appointment of a proxy in electronic or other form shall only be effective in such manner as the Directors may approve.

97.

Without limiting the foregoing, the Directors may from time to time permit appointments of a proxy to be made by means of a telephonic, electronic or internet communication or facility and may in a similar manner permit supplements to, or amendments or revocations of, any such telephonic, electronic or internet communication or facility to be made. The Directors may in addition prescribe the method of determining the time at which any such telephonic, electronic or internet communication or facility is to be treated as received by the Company and in accordance with procedures approved by the Directors that are reasonably designed to verify that such

instructions have been authorised by such shareholder. The Directors may treat any such telephonic, electronic or internet communication or facility which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder.

98.	The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an Officer or attorney duly authorised. A proxy need not be a Shareholder.

99.	An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve.

100.	The instrument appointing a proxy shall be deposited at the Office or at such other place as is specified for that purpose in the notice convening the meeting no later than the time for holding the meeting or, if the meeting is adjourned, the time for holding such adjourned meeting.

101.

A resolution in writing signed by all the Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of the Company (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

102.

Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director.

APPOINTMENT OF DIRECTORS

103.	The name(s) of the first Director(s) shall either be determined in writing by a majority (or in the case of a sole subscriber that subscriber) of, or elected at a meeting of, the subscribers of the Memorandum of Association.

104.	The Board may from time to time fix the maximum and minimum number of Directors to be appointed but unless such numbers are fixed as aforesaid the minimum number of Directors shall be one and the maximum number shall be unlimited.

105.	At every annual general meeting of the Company, all of the Directors shall retire from office unless re-elected by Ordinary Resolution at the annual general meeting. A Director retiring at a meeting shall retain office until the close or adjournment of the meeting.

106.	Every Director nominated for re-election by the Board shall be eligible to stand for re-election at an annual general meeting.

107.

Subject to any maximum prescribed by Article 104, and to the remaining provisions of these Articles, if at any annual general meeting of the Company the number of Directors is reduced below the minimum prescribed by these Articles due to the failure of any Directors to be re-elected, then in those circumstances, the two Directors or nominees who receive the highest number of votes in favour of election shall be elected and shall remain Directors until such time as additional Directors have been appointed to replace them as Directors.

108.

The Company may, by Ordinary Resolution, remove any Director before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director. Such removal shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between him and the Company.

109.

Subject to any maximum prescribed by Article 104, and to the remaining provisions of these Articles, the Company may, by Ordinary Resolution, appoint any Person to be a Director, either to fill a casual vacancy or as an additional Director. A Director so appointed shall hold office only until the next following annual general meeting. If not re-appointed at such annual general meeting, such Director shall vacate office at the conclusion thereof.

110.	The remuneration of the Directors may be determined by the Board.

111.	There shall be no shareholding qualification for Directors.

112.

Subject to any maximum prescribed by Article 104, and to the remaining provisions of these Articles, the Directors may appoint a person who is willing to act to be a Director, either to fill a casual vacancy or as an additional Director. A Director so appointed shall hold office only until the next following annual general meeting. If not re-appointed at such annual general meeting, such Director shall vacate office at the conclusion thereof.

FPC DIRECTORS

113.	For so long as Fox Paine (and any of their successors) beneficially hold in aggregate, Shares representing twenty five percent (25%) or more of the voting power of the then issued Shares, the FPC Shareholders (as defined below) shall be entitled to:

(a)

appoint a number of Directors to the Board (“ FPC Directors ”) equal in aggregate to the pro rata percentage of the voting Shares beneficially held by Fox Paine (and any of their successors) (for example, where Fox Paine (and any of their successors) beneficially hold in aggregate Shares representing forty percent (40%) of the voting power of the then issued Shares, the FPC Shareholders shall be entitled to appoint forty percent (40%) of the number of Directors), and where applicable, rounded up to nearest whole number of Directors represented by the pro-rata percentage of voting Shares (for example, if holding 40% of the voting power of the then issued Shares and the number of Directors on the Board is seven (7), the FPC Shareholders shall be entitled to appoint three (3) FPC Directors), provided however the Board shall contain a sufficient number of “independent directors’ (within the meaning of Rule 5602(a)(2) of the Nasdaq Rules) such that the Board complies with Rule 5605(b) of the Nasdaq Rules; and

(b)

remove any of the FPC Directors by delivery of a written notice to the Company at its registered office.

Such appointment(s) and/or removal(s) shall take effect as of the date of the notice or as of such later date, or upon occurrence of such event, as may be specified in such notice. The Board shall take, and cause the Company to take, any and all necessary actions to effectuate such appointment(s) and/or removal(s), including for the avoidance of doubt, providing all notices to Shareholders as may be required pursuant to any obligations of the Company under applicable law. The Board shall not conduct any business until any FPC Director removed in accordance

with Article 113(b) has been replaced with a new FPC Director pursuant to Article 114. For the purposes of this Article 113, a “ FPC Shareholder ” shall be defined as any of U.N. Holdings (Cayman), Ltd., U.N. Holdings (Cayman) II, Ltd. and any transferee of any such Persons, provided that such transferee is Fox Paine (or any of their successors) and is not a U.S. Person, together the “ FPC Shareholders ”.

114.

Where an FPC Director is removed pursuant to Article 113(b), the FPC Shareholders may, within such notice or in subsequent written notice, and provided that Fox Paine (and any of their successors) beneficially hold in aggregate the necessary percentage of voting power in respect of the then issued Shares at that time to be permitted to appoint another FPC Director in accordance with Article 113(a), appoint a new FPC Director to fill such vacancy for the remainder of the removed FPC Director’s term and the Board shall take, and cause the company to take any and all necessary actions to effectuate such appointment, including for the avoidance of doubt, providing all notices to Shareholders as may be required pursuant to any obligations of the Company under applicable law.

ALTERNATE DIRECTOR

POWERS AND DUTIES OF DIRECTORS

115.

Subject to the Companies Law, these Articles and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.

116.

The Directors may from time to time appoint any Person, whether or not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not limited to, the office of president, one or more vice-presidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any Person so appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution. The Directors may also appoint one or more of their number to the office of managing director upon like terms, but any such appointment shall ipso facto terminate if any managing director ceases from any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated.

117.

The Directors may appoint any Person to be a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution.

118.	The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.

119.

The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys or authorised signatory (any such Person being an “ Attorney ” or “ Authorised Signatory ”, respectively) of the

Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such Attorney or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised Signatory to delegate all or any of the powers, authorities and discretion vested in him.

120.	The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred by this Article.

121.

The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any Person to be a member of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any such Person.

122.

The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any Person so appointed and may annul or vary any such delegation, but no Person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

123.	Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them.

124.

The Directors may agree with a Shareholder to waive or modify the terms applicable to such Shareholder’s subscription for Shares without obtaining the consent of any other Shareholder; provided that such waiver or modification does not amount to a variation or abrogation of the rights attaching to the Shares of such other Shareholders.

BORROWING POWERS OF DIRECTORS

125.

The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, or to otherwise provide for a security interest to be taken in such undertaking, property or uncalled capital, and to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

THE SEAL

126.

The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence.

127.

The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the Directors shall for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the presence of and the instrument signed by a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose.

128.	Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company.

DISQUALIFICATION OF DIRECTORS

129.	The office of Director shall be vacated, if the Director:

(a)

becomes bankrupt or makes any arrangement or composition with his creditors;

(b)

dies or is found to be or becomes of unsound mind;

(c)

resigns his office by notice in writing to the Company;

(d)

is removed from office by Ordinary Resolution in accordance with the provisions of accordance with these Articles; or

(e)

is removed from office pursuant to any other provision of these Articles.

PROCEEDINGS OF DIRECTORS

130.

The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings and proceedings as they shall think fit. Questions arising at any meeting shall be decided by a majority of votes cast thereat. In case of an equality of votes the chairman shall have a second or casting vote. The chairman may, and a Secretary on the requisition of a majority of the Directors shall, at any time summon a meeting of the Board by reasonable notice in writing to every Director, which notice shall set forth the place, date and hour and the general nature of the business to be considered unless notice is waived by all the Directors either at, before or after the meeting is held. No additional notice of a regularly scheduled meeting of the Board shall be required. Notice of any special meeting of the Board shall be given by the Secretary of the Company at least one day prior to such meeting. Such notice requirements shall be waived by any Director actually attending such meeting.

131.

A Director or Directors may participate in any meeting of the Board, or of any committee appointed by the Board of which such Director or Directors are members, by means of telephone, video conferencing or similar communication equipment by way of which all persons participating in such meeting can hear each other and such participation shall be deemed to constitute presence in person at the meeting.

132.	The quorum necessary for the transaction of the business of the Board may be fixed by the Board, and unless so fixed, shall be a majority of the Directors.

133.

A Director who is in any way, whether directly or indirectly, interested in a contract, transaction, appointment, arrangement or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is to be regarded as interested in any contract, transaction, appointment, arrangement or proposed contract which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made. A Director may vote in respect of any contract, transaction, appointment, arrangement or proposed contract notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract, transaction, appointment, arrangement or proposed contract shall come before the meeting for consideration.

134.

A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement.

135.

A Director may hold and be remunerated in respect of any other office or place of profit under the Company or any other Company in which the Company may be interested (other than the office of auditor of the Company or any subsidiary thereof) in conjunction with his office of Director for such period and on such terms as to the remuneration and otherwise as the Directors may determine, and no Director or intending Director shall be disqualified from his office from contracting or being interested, directly or indirectly, in any contract or arrangement with the Company or any other Company with regard to his tenure of any such other office or place of profit or as a vendor, purchaser or otherwise nor shall any Director so contracting or being so interested be liable to account to the Company for any profits and advantages accruing to him from any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established.

136.

A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Board may determine and no Director or proposed Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting of the Board whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement.

137.	The Directors shall cause minutes to be made in books (including, for the avoidance of doubt, electronic records) or loose-leaf folders provided for the purpose of recording:

(a)

all appointments of Officers made by the Directors;

(b)

the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

(c)

all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.

138.	When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.

139.

A resolution signed (whether by electronic signature or otherwise as approved by the Directors) by all the Directors or all the members of a committee of Directors entitled to receive notice of a meeting of Directors or committee of Directors, as the case may be, shall be as valid and effectual as if it had been passed at a meeting of the Board or, as appropriate, a committee duly called and constituted.

140.

The continuing Directors may act notwithstanding any vacancy in their body but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors shall appoint forthwith an additional Director or additional Directors to make up such number or shall convene a general meeting of the Company for the purpose of making such appointment, but for no other purpose.

141.

The Board may elect a chairman and one or more vice chairmen of their meetings and determine the period for which he is to hold office but if no such chairman or vice chairman are elected, or if at any meeting the chairman or any vice chairman is not present within fifteen minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be chairman of the meeting.

142.

Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting, the committee members present may choose one of their number to be chairman of the meeting.

143.

A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote.

144.

All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director.

DIVIDENDS AND RESERVES

145.

Subject to any rights and restrictions for the time being attached to any Shares, or as otherwise provided for in the Companies Law and these Articles, the Directors may from time to time declare dividends (including interim dividends) and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.

146.	The Company in general meeting may declare dividends, but no dividends shall exceed the amount recommended by the Directors.

147.	No dividend or interim dividend shall be declared and paid otherwise than in accordance with the provisions of the Companies Law.

148.

The Directors may, before recommending any dividend, set aside out of the profits of the Company or funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may at the like discretion either be employed in the business of the Company or be invested in such investments as the Directors may in their sole and absolute discretion lawfully determine. The Directors may also, without placing the same to reserve, carry forward any profits which they may in their sole and absolute discretion think it prudent not to divide.

149.

Subject to the rights of persons, if any, entitled to Shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the Shares in respect whereof the dividend is paid. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the Shares during any portion or portions of the period in respect of which the dividend is paid; but if any Share is issued on terms providing that it shall rank for dividend as from a particular date, such Share shall rank for dividend accordingly.

150.	The Directors may deduct from any dividend payable to any Shareholder all sums of money (if any) immediately payable by him to the Company in relation to the Shares of the Company.

151.	The Directors when paying dividends to Shareholders in accordance with the provisions of these Articles may make such payment either in cash or in specie.

152.

Any dividend or other monies payable in respect of any Share may be paid by cheque or warrant sent by post (or sent by any electronic or other means), at the risk of the person or persons entitled thereto, to the registered address of the holder or, where there are joint holders, to the registered address of that one of the joint holders who is first named on the Register or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent and payment of the cheque or warrant shall be a good discharge to the Company. Any joint holder or other person jointly entitled to a Share as aforesaid may give receipts for any dividend or other moneys payable in respect of the Share. Any such dividend or other distribution may also be paid by any other method (including payment in a currency other than US$, electronic funds transfer, direct debit, bank transfer or by means of a relevant system) which the Directors consider appropriate and any Shareholder who elects for such method of payment shall be deemed to have accepted all of the risks inherent therein. The debiting of the Company’s account in respect of the relevant amount shall be evidence of good discharge of the Company’s obligations in respect of any payment made by any such methods.

153.	No dividend shall bear interest against the Company.

154.

If the Directors so resolve, any dividend which has remained unclaimed for twelve years from the date of its declaration shall be forfeited and cease to remain owing by the Company. The payment by the Directors of any unclaimed dividend or other moneys payable in respect of a Share into a separate account shall not constitute the Company a trustee in respect thereof.

ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION

155.	The Directors shall cause to be kept proper books of account, whether in the form of documents, electronic form or otherwise, that:

(a)

correctly record and explain the transactions of the Company;

(b)

will at any time enable the financial position of the Company to be determined with reasonable accuracy;

(c)

will enable the Directors to ensure that any balance sheet, profit and loss account or income and expenditure account of the Company complies with the requirements of the Companies Law; and

(d)

will enable the accounts of the Company to be readily and properly audited.

156.

Books of account shall be kept on a continuous and consistent basis and entries therein shall be made in a timely manner and be consistent from year to year. Proper books of account shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

157.

The Company may send by post, electronic mail or any other means of electronic communication a summary financial statement to its members or persons nominated by any member. The Company may meet, but shall be under no obligation to meet, any request from any of its members to be sent additional copies of its full report and accounts or summary financial statement or other communications with its members.

158.	The books of account shall be kept at the Office or, subject to the provisions of the Acts, at such other place as the Directors think fit and shall be open at all reasonable times to the inspection of the Directors.

CAPITALISATION OF RESERVES

159.	Subject to the Companies Law and these Articles, the Directors may:

(a)

resolve to capitalise an amount standing to the credit of reserves (including a Share Premium Account, capital redemption reserve and profit and loss account), whether or not available for distribution;

(b)

appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount of Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:

(i)

paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or

(ii)

paying up in full unissued Shares or debentures of a nominal amount equal to that sum,

and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid;

(c)

make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit;

(d)

authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company providing for either:

(i)

the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which they may be entitled on the capitalisation, or

(ii)

the payment by the Company on behalf of the Shareholders (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing Shares,

and any such agreement made under this authority being effective and binding on all those Shareholders; and

(e)

generally do all acts and things required to give effect to any of the actions contemplated by this Article.

SHARE PREMIUM ACCOUNT

160.	The Directors shall in accordance with the Companies Law establish a Share Premium Account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share.

161.

There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided always that at the determination of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Companies Law, out of capital.

NOTICES

162.

Subject to the provisions of Article 164, any notice to be given, served, sent or delivered pursuant to these Articles shall be in writing (whether in electronic form or otherwise but only if the use of such electronic or other communication conforms with relevant legislation and provided further that the electronic means or electronic form has been approved by the Directors).

163.

Subject to the provisions of Article 164, any notice or document may be served by the Company or by the person entitled to give notice to any Shareholder either personally, by facsimile, email or other electronic means or by sending it through the post in a prepaid letter or via a recognised courier service, fees prepaid, addressed to the Shareholder at his address as appearing in the Register, or by sending with the consent of the holder to the extent required by law, the same by means of electronic mail or other means of electronic communication approved by the Directors, to the address of the holder notified to the Company by the holder for that purpose (or if not so notified, then to the address of the member last known to the Company). In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.

164.	The remaining provisions of these Articles notwithstanding, the Company may in giving notice of any general meeting of the Company in accordance with the procedures embodied in Rule 14a-16 of the U.S. Securities Exchange Act of 1934.

165.	Any Shareholder present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

166.

Any notice or other document, if served by (a) post, shall be deemed to have been served five (5) days after the time when the letter containing the same is posted, or, (b) facsimile, email or other electronic means shall be deemed to have been served upon production of a report confirming transmission to the recipient or (c) recognised courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service. In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.

167.

Any notice or document delivered or sent by post to or left at the registered address of any Shareholder in accordance with the terms of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any share registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register as the holder of the share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

168.	Notice of every general meeting of the Company shall be given to:

(a)

all Shareholders holding shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and

(b)

every person entitled to a share in consequence of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would be entitled to receive notice of the meeting.

169.	Subject to applicable law, no other person shall be entitled to receive notices of general meetings.

170.	Any requirement in these Articles for the consent of a member in regard to the receipt by such member of electronic mail or other means of electronic communications approved by the

Directors, including the receipt of the Company’s audited accounts and the Directors’ and auditor’s reports thereon, shall be deemed to have been satisfied where the Company has written to the member informing him/her of its intention to use electronic communications for such purposes and the member has not, within four weeks of the issue of such notice, served an objection in writing on the Company to such proposal. Where a member has given, or is deemed to have given, his/her consent to the receipt by such member of electronic mail or other means of electronic communications approved by the Directors, he/she may revoke such consent at any time by requesting the Company to communicate with him/her in documented form provided however that such revocation shall not take effect until five days after written notice of the revocation is received by the Company.

171.

If at any time by reason of the suspension or curtailment of postal services in any territory, the Company is unable effectively to convene a general meeting by notices sent through the post, a general meeting may be convened by a public announcement and such notice shall be deemed to have been duly served on all members entitled thereto at noon on the day on which the said public announcement is made. In any such case the Company shall put a full copy of the notice of the general meeting on its website. For purposes of this sub-paragraph (i), “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Company with the U.S. Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

172.	Every person who becomes entitled to a share shall before his name is entered in the Register in respect of the share, be bound by any notice in respect of that share which has been duly given to a person from whom he derives his title.

173.	The signature (whether electronic signature, an advanced electronic signature or otherwise) to any notice to be given by the Company may be written (in electronic form or otherwise) or printed.

INDEMNITY

174.

The Company shall indemnify, except in respect of wilful default or fraud, to the full extent now or hereafter permitted by law, every Director and Officer of the Company, any person who is or was a current or former executive of the Company, any person who is serving or has served for, on behalf of, or at the request of the Company, as a director, officer, employee or agent of a wholly owned subsidiary of the Company or any company, partnership, joint venture, trust or other enterprise, or in a fiduciary or other capacity with respect to any employee benefit plan maintained by the Company (and, in each case, his heirs, executors and administrators) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, an action by or in the right of the Company), against any expense (including attorney’s fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by such person (or, in each case, his heirs, executors and administrators) in respect thereof. The Company shall advance the expenses of defending any such action, suit or proceeding (including appeals) in accordance with and to the full extent now or hereafter permitted by law. Without limiting the generality or the effect of the foregoing to the full extent now or hereafter permitted by law, the Company may enter into one or more agreements with any person that provide for indemnification greater or different than that provided in this Article 174.

175.

Each Person expressed to benefit from the provisions of Article 174 shall be permitted pursuant to the Contracts (Rights of Third Parties) Law, 2014 (as amended) to enforce the provisions of such Article. Notwithstanding any term of these Articles, the consent of or notice to any such person shall not be required for any termination, rescission or agreement to any variation, waiver, assignment, novation, release or settlement of any matter relating to such Article.

176.

The provisions of these Articles shall be applicable to all actions, claims, suits or proceedings made or commenced after the adoption of these Articles, whether arising from acts or omissions to act occurring before or after such adoption. The provisions of these Articles shall be deemed to be a contract between the Company and each person described in these Articles who serves in such capacity at any time while these Articles and the relevant provisions of the law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts.

177.

If any provision of these Articles shall be found to be invalid or limited in application by reason of any law or regulation, it shall not affect any other application of such provision or the validity of the remaining provisions of these Articles. The rights of indemnification and advancement of expenses provided in these Articles shall neither be exclusive of, nor be deemed in limitation of, any rights to which any such person described in these Articles may otherwise be entitled or permitted by contract, approved by the Company in general meeting by way of ordinary resolution action of the Board or otherwise, or as a matter of law, both as to actions in his official capacity and actions in any other capacity while holding such office, it being the policy of the Company that indemnification of the specified individuals, except in respect of wilful default or fraud, shall be made to the fullest extent permitted by law.

178.	The Directors shall have power to purchase and maintain for any Director, the Secretary or other employees of the Company or any director, officer, employee or agent of any of its subsidiaries insurance against any such liability as referred to in these Articles or otherwise.

179.	The Company may additionally indemnify any employee or agent of the Company or any director, officer, employee or agent of any of its subsidiaries to the fullest extent permitted by law.

INDEMNITY FROM TAX LIABILITY RESULTING FROM ACTS OF SHAREHOLDERS

180.

Whenever any law for the time being of any country, state, administrative area or place imposes or purports to impose any immediate or future or possible liability upon the Company to make any payment or empowers any government or taxing authority or government official to require the Company to make any payment in respect of any shares registered in the Register as held either jointly or solely by any Shareholder or in respect of any dividends, bonuses or other monies due or payable or accruing due or that may become due or payable to such Shareholder by the Company on or in respect of any shares registered as aforesaid or for or on account of in respect of any Shareholder and whether in consequence of:

(a)

the death of such Shareholder,

(b)

the non-payment of any income tax or other tax by such Shareholder,

(c)

the non-payment of any estate, probate, succession, death, stamp, or other duty by the executor or administrator of such Shareholder or by or out of his estate, or

(d)

any other act or thing, in every such case (except to the extent that the rights conferred upon holders of any class of shares render the Company liable to make additional payments in respect of sums withheld on account of the foregoing):

(i)

the Company shall be fully indemnified by such Shareholder or his executor or administrator from all liability;

(ii)

the Company shall have a lien upon all dividends and other monies payable in respect of the shares registered in the Register as held either jointly or solely by such Shareholder for all monies paid or payable by the Company in respect of such shares or in respect of any dividends or other monies as aforesaid thereon or for or on account or in respect of such Shareholder under or in consequence of any such law together with interest thereon (at a rate not exceeding that permissible under applicable law) from the date of payment to the date of repayment and may deduct or set off against such dividends or other monies payable as aforesaid any monies paid or payable by the Company as aforesaid together with interest as aforesaid;

(iii)

the Company may recover as a debt due from such Shareholder, or his executor or administrator wherever constituted, any monies paid by the Company under or in consequence of any such law and interest thereon at the rate and for the period aforesaid in excess of any dividends or other monies as aforesaid then due or payable by the Company; and

(iv)

the Company may, if any such money is paid or payable by it under any such law as aforesaid, refuse to register a transfer of any shares by any such Shareholder or his executor or administrator until such money and interest as aforesaid is set off or deducted as aforesaid, or in case the same exceeds the amount of any such dividends or other monies as aforesaid then due or payable by the Company, until such excess is paid to the Company.

181.

Subject to the rights conferred upon the holders of any class of shares, nothing herein contained shall prejudice or affect any right or remedy that any law may confer or purport to confer on the Company and as between the Company and every such Shareholder as aforesaid, his personal representative, executor, administrator and estate wheresoever constituted or situate, any right or remedy that such law shall confer or purport to confer on the Company shall be enforceable by the Company.

NON-RECOGNITION OF TRUSTS

182.

Subject to the proviso hereto, no Person shall be recognised by the Company as holding any Share upon any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Companies Law requires) any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register, provided that, notwithstanding the foregoing, the Company shall be entitled to recognise any such interests as shall be determined by the Directors.

CERTAIN SUBSIDIARIES

183.

Notwithstanding any other provision of these Articles to the contrary, if the Company is required or entitled to vote at a general meeting of any direct subsidiary of the Company that is organised under the laws of a jurisdiction outside the United States of America, the Directors shall refer the subject matter of the vote to the Shareholders of the Company at a general meeting (subject to Articles 17 to 20) and seek authority from the Shareholders for the Company’s corporate

representative or proxy to vote in favour of the resolution proposed by the subsidiary, unless the subsidiary is or has elected to be disregarded from its owner for United States federal income tax purposes and does not own, directly or indirectly, any subsidiary organised under the laws of a jurisdiction outside the United States of America that is treated as a corporation for United States federal income tax purposes (each such non-United States subsidiary that is not disregarded, or that is disregarded but owns, directly or indirectly, a non-United States subsidiary that is treated as a corporation for such purposes, a “ Non-U.S. Regarded Subsidiary ”). The Directors shall cause the Company’s corporate representative or proxy to vote the Company’s Shares in the Non-U.S. Regarded Subsidiary pro rata to the votes received at the general meeting of the Company, with votes for or against the directing resolution being taken, respectively, as an instruction for the Company’s corporate representative or proxy to vote the appropriate proportion of its Shares for and the appropriate proportion of its Shares against the resolution proposed by the Non-U S. Regarded Subsidiary, provided, however, that the foregoing shall not apply to any subject matter regarding a U.S. indirect subsidiary of the Company that is required to be voted on by a Non-U.S. Regarded Subsidiary of the Company as the Shareholder of such U.S. subsidiary, and shall apply to a vote of the Company as Shareholder of a disregarded subsidiary that directly or indirectly owns non-United States subsidiaries treated as corporations for United States federal income tax purposes only if the subject matter of such vote pertains to such non-United States subsidiaries treated as corporations.

184.

Notwithstanding Article 183, the Directors in their sole and absolute discretion shall require that the bye-laws or articles of association, or similar organisational documents, of each Non-U.S. Regarded Subsidiary, whether currently in existence or organised following the date hereof, shall contain provisions substantially similar to Articles 183 and 184. The Company shall enter into agreements with each such Non-U.S. Regarded Subsidiary, as reasonably necessary, to effectuate or implement this Article 184.

WINDING UP

185.	If the Company shall be wound up the liquidator shall apply the assets of the Company in such manner and order as he thinks fit in satisfaction of creditors’ claims.

186.

If the Company shall be wound up, the liquidator may, with the sanction of an Ordinary Resolution divide amongst the Shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different Classes. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Shareholders as the liquidator, with the like sanction shall think fit, but so that no Shareholder shall be compelled to accept any assets whereon there is any liability.

UNTRACED HOLDERS

187.	The Company shall be entitled to sell at the best price reasonably obtainable any Share of a Shareholder or any share to which a Person is entitled by transmission if and provided that:

(a)

for a period of twelve years (not less than three dividends having been declared and paid) no cheque or warrant sent by the Company through the post in a prepaid letter addressed to the Shareholder or to the Person entitled by transmission to the share at his address on the Register or otherwise the last known address given by the Shareholder or the Person entitled by transmission to which cheques and warrants are to be sent has been cashed and no communication has been received by the Company from the Shareholder or the Person entitled by transmission;

(b)

at the expiration of the said period of twelve years the Company has given notice by advertisement in a leading Cayman Islands newspaper and a newspaper circulating in the area in which the address referred to in paragraph (a) of this article is located of its intention to sell such share; and

(c)

the Company has not during the further period of three months after the date of the advertisement and prior to the exercise of the power of sale received any communication from the Shareholder or Person entitled by transmission.

188.

To give effect to any such sale the Company may appoint any Person to execute as transferor an instrument of transfer of such share and such instrument of transfer shall be as effective as if it had been executed by the registered holder of or Person entitled by transmission to such share. The Company shall account to the Shareholder or other Person entitled to such share for the net proceeds of such sale by carrying all monies in respect thereof to a separate account which shall be a permanent debt of the Company and the Company shall be deemed to be a debtor and not a trustee in respect thereof for such Shareholder or other Person. Monies carried to such separate account may either be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company if any) as the Directors may from time to time think fit.

AMENDMENT OF ARTICLES OF ASSOCIATION

189.	Subject to the Companies Law and the rights attaching to the various Classes, the Company may at any time and from time to time by Special Resolution alter or amend these Articles in whole or in part.

REGISTRATION BY WAY OF CONTINUATION

190.

The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

MERGERS AND CONSOLIDATION

191.	The Company may merge or consolidate in accordance with the Companies Law.

192.	To the extent required by the Companies Law, the Company may by Special Resolution resolve to merge or consolidate the Company.

DISCLOSURE

193.

The Directors, or any authorised service providers (including the Officers, the Secretary and the registered office agent of the Company), shall be entitled to disclose to any regulatory or judicial authority, or to any stock exchange on which the Shares may from time to time be listed, any information regarding the affairs of the Company including, without limitation, information contained in the Register and books of the Company.

Exhibit 4.1

Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of November 7, 2016, is entered into by and among Global Indemnity Limited, an exempted company incorporated under the laws of the Cayman Islands (the “ Successor Company ”), Global Indemnity plc, an Irish public limited company (the “ Predecessor Company ”), and Wells Fargo Bank, National Association, as trustee (the “ Trustee ”).

RECITALS

WHEREAS, the Predecessor Company and the Trustee have heretofore executed and delivered that certain Indenture dated as of August 12, 2015 (the “ Indenture ”);

WHEREAS, pursuant to the Indenture, the Predecessor Company issued $100,000,000 aggregate principal amount of 7.75% Subordinated Notes due 2045 (the “ Notes ”), the terms of which were established pursuant to that certain Officers’ Certificate dated as of August 12, 2015;

WHEREAS, on July 15, 2016, the Predecessor Company and the Successor Company entered into that certain Scheme of Arrangement, pursuant to which the Successor Company will become a direct, wholly-owned subsidiary of the Predecessor Company (the “ Scheme of Arrangement ”);

WHEREAS, Section 8.01 of the Indenture provides, among other things, that the Predecessor Company shall not consolidate with or merge with or into any other person or convey, transfer, sell or lease its properties and assets substantially as an entirety to any person unless (i) such person is an entity organized and existing under the laws of the United States of America, the United Kingdom, Ireland, the Cayman Islands, Bermuda or any country that is a member of the Organisation for Economic Co-operation and Development or the European Union and (ii) such person expressly assumes all of the obligations of the Predecessor Company under the Indenture by supplemental indenture;

WHEREAS, on the date the Scheme of Arrangement becomes effective, a portion of the shares of United America Indemnity, Ltd. will be transferred from the Predecessor Company to the Successor Company in exchange for the Successor Company assuming the liabilities of the Predecessor Company (the “ Initial Distribution ”);

WHEREAS, following the Initial Distribution, the remaining shares of United America Indemnity, Ltd. will be transferred from the Predecessor Company to the Successor Company on the date the Scheme of Arrangement becomes effective (together with the “Initial Distribution,” the “ Distribution ”);

WHEREAS, the Distribution will constitute a transfer of all or substantially all of the properties and assets of the Predecessor Company and a transfer of the properties and assets of the Predecessor Company substantially as an entirety;

WHEREAS, pursuant to Sections 8.01(b) and 9.03 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture;

WHEREAS, each of the Predecessor Company and the Successor Company have been authorized by resolutions of their respective Boards of Directors to enter into this Supplemental Indenture; and

WHEREAS, the Supplemental Indenture will not result in a material modification of the Notes for the purposes of the Foreign Account Tax Compliance Act.

WITNESSETH

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree as follows:

ARTICLE ONE

DEFINITIONS

Section 1.01 Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

ARTICLE TWO

ASSUMPTION BY SUCCESSOR COMPANY

Section 2.01 The Successor Company represents and warrants to the Trustee as follows:

(a) The Successor Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands.

(b) The execution, delivery and performance of this Supplemental Indenture have been authorized and approved by all necessary corporate action on its part.

Section 2.02 In accordance with Section 8.01 of the Indenture, the Successor Company hereby expressly assumes the performance of the obligations of the Predecessor Company under the Indenture and the Notes. Pursuant to Section 8.01(b) of the Indenture, the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Predecessor Company under the Indenture, the Securities and the Notes with the same effect as if the Successor Company had been named as “the Company” in the Indenture, the Securities and the Notes; and thereafter the Predecessor Company shall be discharged from all obligations and covenants under the Indenture, the Securities and the Notes.

ARTICLE THREE

MISCELLANEOUS

Section 3.01 This Supplemental Indenture shall be deemed to have become effective, and the provisions provided for in this Supplemental Indenture shall be deemed to have become operative, immediately upon the consummation of the Distribution.

Section 3.02 This Supplemental Indenture is hereby executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Supplemental Indenture forms a part thereof.

Section 3.03 THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 3.04 The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this First Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this First Supplement Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 3.05 The Article headings herein are for convenience only and shall not affect the construction hereof.

Section 3.06 The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Successor Company.

Section 3.07 If any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


GLOBAL INDEMNITY LIMITED

By:		/s/ Thomas M. McGeehan
		Name: Thomas M. McGeehan
		Title: Executive Vice President and Chief
		Financial Officer

GLOBAL INDEMNITY PLC

By:		/s/ Thomas M. McGeehan
		Name: Thomas M. McGeehan
		Title: Executive Vice President and Chief
		Financial Officer

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By:		/s/ Maddy Hughes
		Name: Maddy Hughes
		Title: Vice President

[Signature Page – First Supplemental Indenture]

Exhibit 10.1

DATED NOVEMBER 7, 2016

GLOBAL INDEMNITY LIMITED

and

GLOBAL INDEMNITY PUBLIC LIMITED COMPANY

and

THE PARTIES LISTED AT ANNEX A HERETO

AMENDED AND RESTATED

ADDITIONAL REDEMPTION AGREEMENT

This AMENDED AND RESTATED ADDITIONAL REDEMPTION AGREEMENT is made the 7th day of November 2016, (the “ Agreement ”)

BETWEEN:-

(1)	GLOBAL INDEMNITY LIMITED having its registered office at 28 Hospital Road, George Town, Grand Cayman, KY1-9008, Cayman Islands (the “ GBLI Limited ”); and

(2)	GLOBAL INDEMNITY PUBLIC LIMITED COMPANY having its registered office at 25/28 North Wall Quay, Dublin 1, D01 H104, Ireland (the “ GBLI plc ”); and

(3)	the Investors listed on Annex A hereto (each, an “ Investor ” and together, the “ Investors ”)

RECITALS

A.	GBLI plc is a public limited company with a share capital of €40,000 and $100,000 divided into 40,000 deferred shares of €1.00 each, 600,000,000 A ordinary shares of $0.0001 each, 300,000,000 B ordinary shares of $0.0001 each and 100,000,000 preferred shares of $0.0001 each.

B.	As of the date hereof, each Investor holds the number of A Ordinary Shares, par values $0.0001 in the capital of GBLI plc (the “ GBLI plc Shares ”) as are set forth next to such Investor’s name in Annex A hereto.

C.	GBLI plc and the Investors previously executed an Additional Redemption Agreement dated November 10, 2015 (the “ Original Additional Redemption Agreement ”).

D.	It is proposed to consummate a scheme of arrangement under sections 449 to 455 of the Companies Act 2014 of Ireland pursuant to which GBLI plc will be replaced by GBLI Limited as the ultimate parent company of the Global Indemnity Group (the “ Scheme ”).

E.	Upon the Scheme being effective in accordance with it terms:

GBLI Limited will be an exempted company with a share capital of $100,000 divided into 600,000,000 A ordinary shares of $0.0001 each, 300,000,000 B ordinary shares of $0.0001 each and 100,000,000 preferred shares of $0.0001 each.

each Investor will hold that number of A Ordinary Shares, par values $0.0001 in the capital of GBLI Limited (the “ GBLI Limited Shares ”) that it held in the capital of GBLI plc immediately prior to the Scheme becoming effective.

F.	Whereas each of GBLI Limited, GBLI plc and the Investors have agreed to amend and restate the Original Additional Redemption Agreement on the terms and subject to the conditions set forth in this Agreement.

IT IS HEREBY AGREED to amend and restate the Original Additional Redemption Agreement in its entirety as follows:

1.	REPURCHASE; RELEASE

1.1.	Repurchase.

On one or more Additional Closings (as defined below), GBLI Limited, at its discretion, may, on the terms and subject to the conditions stated herein and pursuant to Article 27 of GBLI Limited’s articles of association and the Cayman Islands Companies Law (2013 Revision), repurchase up to an aggregate of 3,397,031 GBLI Limited Shares held by the Investors and listed on Annex A hereto for a purchase price per share equal to the Purchase Price (as defined below) (the “ Additional Redemptions ”). At

each such Additional Closing the Company may elect to purchase a portion or all of the shares set forth next to each Investor’s name in Annex A, up to the total amount listed; provided that in the event that any repurchase is in respect of less than all of the outstanding GBLI Limited Shares held by the Investors then such repurchase shall be performed on a pro rata basis among the Investors, based on the number of GBLI Limited Shares then held by the Investors.

1.2.	Purchase Price

The purchase price for each GBLI Limited Share, payable by GBLI Limited on the Additional Closing, shall be US$23.00 per share, which amount shall be increased by 0.25% of US$23.00 on the monthly anniversary of November 10, 2015, the date on which the Company and the Investors (or their predecessors in interest) closed on the share redemption pursuant to a prior redemption agreement, (the “ Purchase Price ”).

1.3.	Condition Precedent

The rights and obligations of the parties to this Agreement are subject to, and entirely conditional upon, the Scheme being effective in accordance with its terms. If the Scheme is not effectuated, the Original Additional Redemption Agreement shall remain in full force and effect.

1.4.	Assumption of Obligations; Release

By their execution of this Agreement, and with effect from the time that the Scheme is effective in accordance with its terms, GBLI Limited hereby agrees and undertakes to assume all of the obligations, commitments and liabilities of GBLI plc arising under the Original Additional Redemption Agreement and to perform the obligations imposed by the Original Additional Redemption Agreement which are to be performed on or after the date of this Agreement, in all respects as if GBLI Limited were named therein as the Company.

By their execution of this Agreement, and with effect from the time that the Scheme is effective in accordance with its terms, each of GBLI Limited and the Investors releases GBLI plc from all of its obligations under the Original Additional Redemption Agreement.

2.	CLOSING

2.1.

Closing.

GBLI Limited may, at its discretion, at any time before the Additional Closing Date (as defined below) repurchase any of the GBLI Limited Shares subject to the terms of this Agreement. In no event will GBLI Limited be obligated to purchase GBLI Limited Shares.

The closing of the Additional Redemptions may occur on one or more dates (the actual date and time on which such closings occur, the “ Additional Closing ”) upon notice given to the Investors, not less than one business day in advance of each applicable Additional Closing, but in no event shall an Additional Closing occur later than December 31, 2019 without the consent of the applicable Investors (the “ Additional Closing Date ”). At any Additional Closing, the following transactions will take place, which transactions will be deemed as having taken place simultaneously and no transaction will be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

2.1.1.

Where the GBLI Limited Shares are held in certificated form, each of the Investors will deliver its share certificate or certificates (the “ GBLI Limited Share Certificates ”) representing the GBLI Limited Shares to GBLI Limited or an agent designated by GBLI Limited;

2.1.2.

Where the GBLI Limited Shares are held in book entry form, each of the Investors shall deliver the GBLI Limited Shares by way of instruction through the Depositary Trust Company to an account nominated by GBLI Limited;

2.1.3.

Subject to payment for the GBLI Limited Shares in accordance with Clause 2.1.5 below, GBLI Limited agent will cancel the GBLI Limited Share Certificates (to the extent GBLI Limited Shares are held in certified form);

2.1.4.

Subject to payment for the GBLI Limited Shares in accordance with Clause 2.1.5 below, the GBLI Limited Shares will be repurchased and cancelled in accordance with GBLI Limited’s articles of association and all applicable law and GBLI Limited’s share register shall be updated accordingly; and/or

2.1.5.

Upon each of the Investors complying with Clause 2.1.1 or 2.1.2 as applicable, GBLI Limited will wire an aggregate amount equal to the product of the Purchase Price and the number of additional redeemable GBLI Limited Shares held by each Investor that GBLI Limited elects to repurchase, in immediately available same day funds to the bank accounts nominated by such Investor to GBLI Limited in writing.

3.	REPRESENTATIONS AND WARRANTIES

3.1.	Each Investor hereby represents and warrants to GBLI Limited as of the date hereof and as of each Additional Closing that:

3.1.1.

Such Investor has the requisite corporate or limited partnership power and authority to enter into this Agreement and to perform its obligations hereunder; the execution, delivery and performance by such Investor of this Agreement and the consummation by such Investor of the transactions contemplated hereby have been duly authorized by such Investor, and no other corporate or limited partnership action on the part of such Investor is necessary to authorize the execution and delivery by such Investor of this Agreement and the consummation by it of the transactions contemplated hereby; this Agreement has been duly executed and delivered by such Investor and, assuming due and valid authorization, execution and delivery hereof by the other parties hereto, is a valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights and remedies generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

3.1.2.

the GBLI Limited Shares are and will remain until the date of the Additional Closing free and clear of all liens, charges, security interests or similar encumbrances and the repurchase by GBLI Limited of the GBLI Limited Shares will not constitute a breach or violation of, or default under, any agreement, or other instrument by which Investor is bound;

3.1.3.

assuming the accuracy of the representations and warranties of GBLI Limited and the performance by GBLI Limited of its obligations hereunder in accordance with their terms, at the Additional Closing, GBLI Limited will acquire the GBLI Limited Shares free and clear of all liens, charges, security interests and similar encumbrances; and

3.1.4.

no consent or approval by, notice to or registration with, any governmental or administrative authority or board or shareholders or third party is required on the part of Investor in connection with the execution and delivery by Investor of this Agreement or the performance by Investor of his or its obligations hereunder.

3.2.	GBLI Limited hereby represents and warrants to Investor as of the date hereof and as of each Additional Closing that:

3.2.1.

GBLI Limited has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder; the execution, delivery and performance by GBLI Limited of this Agreement and the consummation by GBLI Limited of the transactions

contemplated hereby have been duly authorized by its board of directors and the audit committee of its board of directors, and no other corporate action on the part of GBLI Limited is necessary to authorize the execution and delivery by GBLI Limited of this Agreement and the consummation by it of the transactions contemplated hereby; this Agreement has been duly executed and delivered by GBLI Limited and, assuming due and valid authorization, execution and delivery hereof by the other parties hereto, is a valid and binding obligation of GBLI Limited enforceable against GBLI Limited in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights and remedies generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and

3.2.2.

no consent or approval by, notice to or registration with, any governmental or administrative authority or board or shareholders or third party is required on the part of GBLI Limited in connection with the execution and delivery by GBLI Limited of this Agreement or the performance by GBLI Limited of his or its obligations hereunder.

3.3.	GBLI Limited represents and warrants to Investor that as of the date of each Additional Closing:

3.3.1.

GBLI Limited will have sufficient distributable reserves for the purposes of the repurchase as required by the Cayman Islands Companies Law (2013 Revision).

4.	TRANSFER RESTRICTIONS

Each Investor hereby agrees that the GBLI Limited Shares may not be transferred, directly or indirectly, including to any limited partner, beneficiary or equity holder of such Investor other than: (i) to GBLI Limited pursuant to an Additional Redemption or other repurchase or repurchase by or on behalf of GBLI Limited; (ii) in a secondary offering to which GBLI Limited has consented pursuant to Section 5 hereof (or, in the case of a secondary offering covering all GBLI Limited Shares, a distribution by an Investor to those of its limited partners, beneficiaries or equity holders electing to have the GBLI Limited Shares allocable to their interest in the Investor excluded from secondary offering (the “ Excluded GBLI Limited Shares” ) of such limited partners’, beneficiaries’ or equity holders’ Excluded GBLI Limited Shares); or (iii) the distribution by an Investor of GBLI Limited Shares to its limited partners, beneficiaries and equity holders on or after December 31, 2019.

Notwithstanding any provision to the contrary contained in that certain Amended and Restated GBLI Limited Shareholders Agreement, dated November 7, 2016, among GBLI Limited and the shareholders listed on the signature pages thereto, as amended (the “ GBLI Limited Shareholders Agreement” ), GBLI Limited hereby consents to the transfer of GBLI Limited Shares by any Investor in compliance with the requirements of this Agreement.

5.	FURTHER ASSURANCES

Each of the parties hereto agrees to use his or its commercially reasonable efforts at his or its own expense to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, if GBLI Limited elects to consummate an Additional Redemption, including (but without limitation), on request by GBLI Limited, any Investor or their respective advisers, by executing and granting all consents, resolutions and waivers necessary under applicable law and GBLI Limited memorandum and articles of association.

If requested by the Investors that the GBLI Limited Shares be registered, GBLI Limited will consider registering the GBLI Limited Shares for resale in a secondary offering.

6.	INDEMNIFICATION

Subject to that certain Indemnification Agreement among GBLI Limited (or an affiliate or predecessor of GBLI Limited) and Fox Paine & Company, LLC (or an affiliate or predecessor of Fox Paine & Company, LLC), dated November 7, 2016, each party hereto will indemnify, defend and hold harmless the other party hereto from and against all claims, losses, damages, liabilities and expenses (including without limitation attorneys’ fees) imposed upon or incurred by the other party in connection with, on account of, or as a result of (i) any misrepresentations or breach of any of the representations and warranties made by a party hereto or (ii) the breach of any agreement or obligation of such party contained herein.

7.	MISCELLANEOUS

7.1.

Public Disclosure . Neither GBLI Limited nor any of its affiliates shall issue any press releases or make any other public disclosure with respect to this Agreement or the transactions contemplated hereby without the prior review and written consent of Fox Paine & Company LLC, except as required by applicable law, regulation or legal process, including the rules and regulations of any trading exchange on which GBLI Limited’s securities are traded.

7.2.

Notices. All notices or other communications required or permitted hereunder will be given in writing and will be deemed sufficient if delivered by hand, facsimiled, or mailed by registered or certified mail, postage prepaid (return receipt requested), to the relevant party at the address set forth above, or such other address as will be furnished in writing by such party, and any such notice or communication will be effective and be deemed to have been given as of the date so delivered or facsimiled or three days after the date so mailed; provided, however, that any notice or communication changing any of the addresses set forth above will be effective and deemed given only upon its receipt.

7.3.	Assignment. Neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by either of the parties hereto without the prior written consent of the other party.

7.4.

Entire Agreement. This Agreement together with the other agreements referred to herein embodies the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes all prior written or oral commitments, arrangements or understandings with respect thereto. Fox Paine & Company, LLC is an express third party beneficiary of this Agreement. There are no restrictions, agreements, promises, warranties, covenants or undertakings with respect to the transactions contemplated hereby other than those expressly set forth herein.

7.5.

Severability. If any one or more of the provisions of this Agreement will be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement will not be affected thereby. To the extent permitted by applicable law, each party waives any provision of law which renders any provision of this Agreement invalid, illegal or unenforceable in any respect.

7.6.	Counterparts; Delivery. This Agreement may be executed in two or more counterparts, any of which counterparts may be delivered by facsimile or email transmission in PDF format, all of which will be considered one and the same agreement and each of which will be deemed an original.

7.7.	Survival of Provisions. The respective representations, warranties, covenants and agreements of each of the parties to this Agreement will survive the Closing Date and the consummation of the transactions contemplated by this Agreement.

7.8.

Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state of New York without reference to the principles of conflict of laws and the parties hereby submit to the exclusive jurisdiction of the state of New York in connection with any dispute arising in connection with this Agreement or the transactions contemplated by this Agreement.

AS WITNESS this agreement has been signed by or on behalf of the parties hereto the day and year first before written.

[Signature page follows]


Signed by	)
	)
For and on behalf of GLOBAL INDEMNITY PUBLIC LIMITED COMPANY	) )	By: /s/ Thomas M. McGeehan Name: Thomas M. McGeehan Title: Chief Financial Officer


Signed by	)
	)
For and on behalf of GLOBAL INDEMNITY LIMITED	) )	By: /s/ Thomas M. McGeehan Name: Thomas M. McGeehan Title: Chief Financial Officer

[Signature Page to the Additional Redemption Agreement]


Signed by

For and on behalf of		By: /s/ Rolf Lindsay
FPG INTERNATIONAL HOLDINGS, L.P.	)
	)	Name: Rolf Lindsay
By: FPG International Holdings GP, Ltd., its general partner	)
	)
By: DS Limited, Director		Title: Authorised Signatory

[Signature Page to the Additional Redemption Agreement]


Signed by

For and on behalf of		By: /s/ Rolf Lindsay
FPG INTERNATIONAL HOLDINGS II, L.P	)
	)	Name: Rolf Lindsay
By: FPG International Holdings GP, Ltd., its general partner	)
	)
By: DS Limited, Director		Title: Authorised Signatory

[Signature Page to the Additional Redemption Agreement]

Annex A

Investors


Name				A Ordinary Shares
FPG International Holdings, L.P.				3,095,047 A Ordinary Shares
FPG International Holdings II, L.P.				301,984 A Ordinary Shares
Grand Total:				3,397,031 A Ordinary Shares

Exhibit 10.2

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement dated as of November 7, 2016 between Global Indemnity plc, a public limited company organized under the laws of Ireland (“GI plc”) and Global Indemnity Limited, an exempted company formed with limited liability under the laws of the Cayman Islands (“GI Cayman”) and relates to the Amended and Restated Shareholders Agreement, dated as of December 15, 2003, as amended on April 10, 2006 (the “Shareholders Agreement”), by and among United America Indemnity, Ltd. (“UAI-Cayman”), the FPC Shareholders and the Trusts (each as defined in the Shareholders Agreement), and as assigned by UAI-Cayman to GI plc on July 2, 2010.

WITNESSETH:

WHEREAS, GI plc is a public company listed on The NASDAQ Global Select Market system (“NASDAQ”);

WHEREAS, GI plc will become a subsidiary of GI Cayman and GI Cayman will become a public company and GI plc will cease being a public company listed on NASDAQ pursuant to the scheme of arrangement under Irish law;

WHEREAS, Section 8.4 of the Shareholders Agreement provides that the provisions of the Shareholders Agreement shall apply to any and all other share capital of UAI-Cayman or any successor or assign of UAI-Cayman (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for, or in substitution of, UAI-Cayman common shares, or that may be issued by reason of any reorganization or otherwise;

WHEREAS, UAI-Cayman previously assigned and delegated to GI plc all of its rights and obligations under the Shareholders Agreement, and GI plc agreed to accept such assignment and to assume and become liable for all of the obligations of UAI-Cayman under the Shareholders Agreement;

WHEREAS, GI plc now wants to assign and delegate to GI Cayman all of its rights and obligations under the Shareholders Agreement, and GI Cayman has agreed to accept such assignment and to assume and become liable for all of the obligations of GI plc under the Shareholders Agreement;

WHEREAS , GI Cayman intends for GI plc to have no further obligations or liabilities under the Shareholders Agreement;

NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and provisions herein contained, the parties agree as follows:

1. GI plc hereby assigns and delegates to GI Cayman all of its rights and obligations, respectively, under the Shareholders Agreement.

2. GI Cayman hereby accepts the assignment and assumes all obligations of GI plc under the Shareholders Agreement.

3. This Assignment and Assumption Agreement will become effective on and as of the date hereof.

4. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Shareholders Agreement will remain unamended and not waived and will continue to be in full force and effect.

5. This Assignment and Assumption Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all the counterparts will together constitute one and the same instrument.

6. If any provision hereof, or the application thereof to any person or circumstance, will to any extent be invalid or unenforceable, the remaining provisions herein, or the application of such provisions to any persons or circumstances other than those to which it is held invalid or unenforceable, will not be affected thereby.

7. This Assignment and Assumption Agreement and the Shareholders Agreement represent the entire agreement of parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the parties relative to the subject matter hereof not expressly set forth or referred to herein or in the Shareholders Agreement.

8. THIS ASSIGNMENT AND ASSUMPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS ASSIGNMENT AND ASSUMPTION AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.

9. The parties hereby agree and acknowledge that any obligations or duties of GI plc pursuant to the Shareholders Agreement are hereby terminated in their entirety and that GI plc is an express third party beneficiary to this Assignment and Assumption Agreement. Despite anything to the contrary in this Assignment and Assumption Agreement or the Shareholders Agreement, GI Cayman and the parties to the Shareholders Agreement release and forever discharge GI plc, as well as its shareholders, directors, officers, employees, agents and representatives, from all further obligations arising under this Assignment and Assumption Agreement and the Shareholders Agreement, and from all manner of actions, causes of action, suits, debts, damages, expenses, claims and demands whatsoever that GI Cayman has or may have against any of the foregoing persons, arising out of or in any way connected to performance under this Assignment and Assumption Agreement or the Shareholders Agreement on and after the date hereof. For avoidance of doubt, nothing herein affects any rights, liabilities, or obligations of GI Cayman or GI plc due to be performed before the date hereof.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have duly executed or caused to be duly executed this Assignment and Assumption Agreement as of the date first above written.


Given under the Common Seal of
GLOBAL INDEMNITY PLC

By:		/s/ Thomas M. McGeehan
Name: Thomas M. McGeehan
Title: Chief Financial Officer

GLOBAL INDEMNITY LIMITED

By:		/s/ Thomas M. McGeehan
Name: Thomas M. McGeehan
Title: Chief Financial Officer

Exhibit 10.3

FOX PAINE & COMPANY, LLC

3500 Alameda de las Pulgas, Suite 150

Menlo Park, California 94025

November 7, 2016

GLOBAL INDEMNITY PLC

25/28 North Wall Quay

Dublin 1, Ireland

Ladies and Gentlemen:

We refer to that certain Amended and Restated Management Agreement, dated as of October 31, 2013 (the “ Management Agreement ”) by and between Global Indemnity (Cayman) Limited (“ GBLI Cayman ”) and Fox Paine & Company, LLC, a Delaware limited liability company (“ Fox Paine ”). Capitalized terms used but not otherwise defined in this letter shall have the respective meanings ascribed to such terms in the Management Agreement. Global Indemnity plc, a company organized in Ireland (the “ Company ”) has provided notice to Fox Paine that it intends to enter into a series of transactions to change its holding company from an entity incorporated in Ireland to an entity incorporated in the Cayman Islands, Global Indemnity Limited (“ New GBLI Parent ”), pursuant to a scheme of arrangement under Irish law (the “ Redomestication ”).

Fox Paine, the Company, New GBLI Parent and GBLI Cayman hereby acknowledge and agree that: (i) Fox Paine will be owed a fee in connection with the Redomestication for the provision of Advisory Services to the Company, and (ii) Fox Paine may be entitled to a fee if the Redomestication constitutes a Change of Control (together, the “ Payments ”). Fox Paine hereby waives any right to such Payments in connection with the Redomestication and confirms and acknowledges that no Payments will be owed or made to Fox Paine pursuant to the Management Agreement in connection with the Redomestication.

Effective upon the later to occur of (a) the registration of the Scheme Sanction Order in the Companies Registration Office and (b) the date of effectiveness of the Redomestication provided in the Scheme Sanction Order (the later to occur of (a) and (b), the “ Closing ”), (i) GBLI Cayman hereby assigns to New GBLI Parent, and New GBLI Parent hereby assumes and accepts, the Management Agreement and all rights and obligations of GBLI Cayman thereunder and (ii) Fox Paine consents to such assignment and assumption. For the avoidance of doubt, the assignment and assumption of the Management Agreement pursuant to this letter shall not be effective unless and until the occurrence of the Closing.

The matters covered hereunder shall in no way prejudice the treatment of any future transactions under the Management Agreement, regardless of any apparent similarities between the Redomestication and any such future transactions. Other than with respect to the matters covered hereunder, this letter does not otherwise affect the rights of Fox Paine or any other party under the Management Agreement and all rights of the parties under the Management Agreement shall continue in full force and effect.

F OX P AINE & C OMPANY , LLC


By:		/s/ Saul A. Fox
Name: Saul A. Fox
Title: Chief Executive

Agreed and Acknowledged:


				G LOBAL I NDEMNITY PLC

				By:		/s/ Thomas M. McGeehan
				Name: Thomas M. McGeehan
				Title: Chief Financial Officer

				G LOBAL I NDEMNITY (C AYMAN ) L IMITED

				By:		/s/ Thomas M. McGeehan
				Name: Thomas M. McGeehan
				Title: Director

				G LOBAL I NDEMNITY L IMITED

				By:		/s/ Thomas M. McGeehan
				Name: Thomas M. McGeehan
				Title: Chief Financial Officer

Exhibit 10.4

REAFFIRMATION AGREEMENT

November 7, 2016

Reference is made to that certain Amended and Restated Management Agreement, dated as of October 31, 2013 (the “ Amended and Restated Management Agreement ”) by and between Global Indemnity (Cayman) Limited (“ GBLI Cayman ”) and Fox Paine & Company, LLC, a Delaware limited liability company (“ Fox Paine ”), such agreement amending and restating the original Management Agreement, dated September 5, 2003 (the “ Original Management Agreement ”).

Reference is made to that certain Guaranty (the “ Guaranty ”), executed by the undersigned (“ Guarantor ”) in favor of Fox Paine to guaranty GBLI Cayman’s obligations under the Original Management Agreement.

Reference is made to that certain Reaffirmation Agreement, executed October 31, 2013, wherein the Guarantor agreed and confirmed that all terms of the Guaranty continue to apply to the Amended and Restated Management Agreement.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Guaranty.

This reaffirmation agreement (this “Agreement” ) is delivered in connection with the letter agreement dated November 7, 2016 from Fox Paine regarding the assignment of the Amended and Restated Management Agreement from GBLI Cayman to Global Indemnity Limited (“ New GBLI Parent ”) and the assumption of the Amended and Restated Management Agreement by New GBLI Parent (the “ Letter Agreement ”). The Letter Agreement is attached hereto as Exhibit A.

The undersigned Guarantor hereby consents to the terms of the Letter Agreement and agrees that the terms of the Guaranty continue to apply to the Amended and Restated Management Agreement, all of which obligations and liabilities shall remain in full force and effect and each of which is hereby reaffirmed and remain in full force and effect. The Guarantor further acknowledges and agrees that any payments, liabilities and obligations, however arising, owed by New GBLI Parent to Fox Paine of every kind and description (whether or not evidenced by any note, instrument or agreement and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising pursuant to the terms of the Amended and Restated Management Agreement and any costs of collection hereunder, including without limitation, attorneys’ and other professionals’ fees, shall be Obligations under the Guaranty.

The undersigned Guarantor hereby confirms that no amendments to the Guaranty are intended hereby.

( The remainder of the page has been intentionally left blank )

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the day and year first above written.


GLOBAL INDEMNITY GROUP, INC.

By:		/s/ Thomas M. McGeehan
		Name: Thomas M. McGeehan
		Title: Chief Financial Officer

[Signature Page to Reaffirmation Agreement]

Exhibit 10.5

REAFFIRMATION AGREEMENT

November 7, 2016

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Guaranty.

The undersigned Guarantor hereby confirms that no amendments to the Guaranty are intended hereby.

( The remainder of the page has been intentionally left blank )

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the day and year first above written.


GLOBAL INDEMNITY REINSURANCE COMPANY, LTD. (f/k/a Wind River Reinsurance Company, Ltd.)

By:		/s/ Stephen Green
		Name: Stephen Green
		Title: President

[Signature Page to Reaffirmation Agreement]

Exhibit 10.6

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “ Agreement ”) dated as of November 7, 2016, is made and entered into by and between Global Indemnity plc, a public limited company organized under the laws of Ireland (“ GI plc ”) and Global Indemnity Limited, an exempted company formed with limited liability under the laws of the Cayman Islands (“ GI Cayman ”).

WITNESSETH:

WHEREAS , on October 16, 2014, American Bankers Insurance Group, Inc., Global Indemnity Group, Inc. (“ Buyer ”), solely for the purposes of Sections 5.2 , 5.3 , 5.4 , 5.5 , 5.6 , 5.7 , 5.9 , 5.11 , 5.14 , 5.15(b) , 5.16 , 5.18 and 5.22 , Assurant, Inc. and, solely for the purposes of Article XI , GI plc, entered into a Stock Purchase Agreement (the “ Stock Purchase Agreement ”), pursuant to which Buyer bought all of the issued and outstanding shares of capital stock of American Reliable Insurance Company;

WHEREAS , effective as of the date hereof, GI plc will become a subsidiary of GI Cayman, GI Cayman will become a public company and GI plc will cease being a public company listed on The NASDAQ Global Select Market system pursuant to a scheme of arrangement under Irish law;

WHEREAS , Section 11.13 of the Stock Purchase Agreement provides, amongst other things, that GI plc shall guarantee and cause Buyer to fully and promptly pay, perform and observe all of its obligations under, with respect to, in connection with or otherwise arising out of or relating to the Stock Purchase Agreement;

WHEREAS , GI plc desires to assign and delegate to GI Cayman all of its rights and obligations under Article XI of the Stock Purchase Agreement, including the obligations of GI plc under Section 11.13 of the Stock Purchase Agreement, and GI Cayman has agreed to accept such assignment and to assume and become liable for all of the obligations of GI plc under Article XI of the Stock Purchase Agreement, including the obligations of GI plc under Section 11.13 of the Stock Purchase Agreement, in each case in accordance with the terms set forth herein;

WHEREAS , GI Cayman intends for GI plc to have no further obligations or liabilities under Article XI of the Stock Purchase Agreement;

NOW, THEREFORE , in consideration of the premises and of the mutual agreements, covenants and provisions herein contained, the parties agree as follows:

1. Capitalized terms used herein and not otherwise defined herein have the meanings given to them in the Stock Purchase Agreement.

2. Effective as of the date hereof, GI plc hereby irrevocably and unconditionally assigns and delegates to GI Cayman and its successors and permitted assigns any and all of its rights and obligations, under Article XI of the Stock Purchase Agreement, including the obligations of GI plc under Section 11.13 of the Stock Purchase Agreement.

3. Effective as of the date hereof, GI Cayman hereby irrevocably and unconditionally accepts the assignment and assumes any and all rights and obligations of GI plc under Article XI of the Stock Purchase Agreement, including the obligations of GI plc under Section 11.13 of the Stock Purchase Agreement.

4. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Stock Purchase Agreement will remain unamended and not waived and will continue to be in full force and effect. In the event of any conflict or inconsistency between the terms of the Stock Purchase Agreement and the terms hereof, the terms of the Stock Purchase Agreement shall govern.

5. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

6. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any Applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. Upon such holding that any provision is invalid, illegal or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

7. This Agreement, the Stock Purchase Agreement (including the Ancillary Agreements, and all exhibits and schedules thereto) and the Confidentiality Agreement constitute the entire agreement, and supersede all prior agreements, understandings, representations and warranties, both written and oral, among the parties with respect to the subject matter of this Agreement.

8. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have duly executed or caused to be duly executed this Agreement as of the date first above written.


Given under the Common Seal of
GLOBAL INDEMNITY PLC

By:		/s/ Thomas M. McGeehan
Name: Thomas M. McGeehan
Title: Chief Financial Officer

GLOBAL INDEMNITY LIMITED

By:		/s/ Thomas M. McGeehan
Name: Thomas M. McGeehan
Title: Chief Financial Officer

Acknowledged and Agreed:

AMERICAN BANKERS INSURANCE GROUP, INC.



By:		/s/ Pooja Lal
Name:		Pooja Lal
Title:		Vice President

GLOBAL INDEMNITY GROUP, INC.

By:		/s/ Thomas M. McGeehan
Name: Thomas M. McGeehan
Title: Chief Financial Officer

ASSURANT, INC.

By:		/s/ Pooja Lal
Name:		Pooja Lal
Title:		Senior Vice President of Corporate Development & M&A

[Signature Page to Assignment and Assumption Agreement]

Exhibit 10.7

CYNTHIA Y. VALKO (CEO)

GLOBAL INDEMNITY LIMITED (Global Cayman)

EXECUTIVE EMPLOYMENT AGREEMENT

WHEREAS, on December 10, 2014 Global Indemnity plc (“GBLI”) and Cynthia Y. Valko entered into an agreement regarding Ms. Valko’s employment by GBLI in the capacity of Chief Executive Officer (the “Prior Employment Agreement”);

WHEREAS, GBLI entered into a Scheme of Arrangement with Global Cayman (the “Scheme”), which was consummated on November 7, 2016 (the “Effective Date”) and which resulted in the replacement of GBLI by Global Cayman as the ultimate parent holding company of the Global Indemnity group of companies and the exchange of GBLI ordinary shares for Global Cayman ordinary shares on a one-for-one basis;

WHEREAS, effective as of the Effective Date, Global Cayman and Ms. Valko have agreed to enter into a new agreement regarding Ms. Valko’s continued employment by Global Cayman in the capacity of Chief Executive Officer, which agreement is structured so as to preserve generally the operative provisions of the Prior Employment Agreement and to make other desired and/or clarifying changes as set forth herein:


POSITION & TITLE:		Chief Executive Officer (“CEO”) of Global Cayman, reporting to the Chairman of the Board of Directors of Global Cayman.

TERM:		Effective Date through December 31, 2017.

BASE SALARY:		Not less than $600,000 per calendar year (prorated for any partial employment period).

ANNUAL BONUS OPPORTUNITY:		Not less than $600,000 target bonus, payable 50% in cash (“Cash Bonus”) and 50% in restricted shares (“Bonus Shares”), with the bonus amount determination to be based on the achievement of Board approved annual underwriting income, premium volume, and underwriting profitability targets (with true-up), as determined by the Board in its sole discretion and subject to CEO’s continued employment with Global Cayman and/or its subsidiaries through (i) the bonus payment date with respect to the Cash Bonus and (ii) the Bonus Share grant date with respect to the Bonus Shares. Any Cash Bonus will be payable under and subject to the terms of Global Cayman’s Annual Incentive Awards Program. Any Bonus Shares will be granted under and subject to the terms of Global Cayman’s Share Incentive Plan and any ancillary agreements thereunder. Such Bonus Shares will vest ¹ / ₃ on each anniversary of the grant date subject to CEO’s continued employment with Global Cayman and/or its subsidiaries through each such vesting date and subject to accident year true-up of bonus year underwriting results as of the 3rd anniversary of grant.


STOCK OPTIONS:		CEO holds a vested stock option award to purchase up to 300,000 Class A ordinary shares of Global Cayman, which was originally granted pursuant to the terms of that certain Executive Employment Term Sheet between CEO and GBLI dated September 12, 2011. CEO also holds a stock option award to purchase up to 300,000 Class A ordinary shares of Global Cayman, which was reflected in the Prior Employment Agreement. These awards were assumed by Global Cayman upon consummation of the Scheme (the “Close”) and continue to be subject to same terms and conditions thereof in effect immediately before the Close, including, but not limited to, the exercise price, vesting or acceleration of vesting requirements, as described below, or forfeiture requirements, except that all references to GBLI in the related agreements evidencing the awards have been changed to references to Global Cayman and the awards now cover Global Cayman Class A ordinary shares rather than GBLI shares. Any outstanding unvested stock option awards held by CEO will vest in full upon a Change of Control. For this purpose, a “Change of Control” means (i) the acquisition of all or substantially all of the assets of Global Cayman by a “person” (as such term is defined in Section 3(a)(9) of the U.S. Securities Exchange Act of 1934 and as such term is used in Section 13(d)(3) and 14(d)(2) of such Act) or a group of “persons” which is not an affiliate of Fox Paine & Company, LLC, the members thereof, or Fox Paine Capital Fund II, L.P. (an “Unaffiliated Person”), (ii) a merger, consolidation, statutory share exchange or similar form of corporate transaction involving Global Cayman after which the resulting entity is controlled by an Unaffiliated Person, or (iii) the acquisition by an Unaffiliated Person of sufficient voting shares of Global Cayman to cause the election of a majority of Global Cayman’s Board members.

EMPLOYEE BENEFITS:		During the term of CEO’s employment with Global Cayman, CEO is entitled to participate in all existing and future employee benefit plans ( e.g. pension and retirement, savings, medical, health and accident, life, disability) that are available to other senior executives of Global Cayman and will be provided with four weeks paid vacation annually. Global Cayman reserves the right to cancel or change the benefit plans it offers to its senior executives and other employees at any time, subject to the terms of the plans.

TERMINATION:		CEO’s employment with Global Cayman is terminable at the discretion of the Board in which event CEO shall receive as severance an amount equal to one month of Base Salary (as in effect immediately prior to the

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		termination date) for each 12 months of employment (prior to the termination date), unless such termination is by reason of the occurrence of a Cause Event (as defined below), with such amount payable in a lump sum cash payment on the 60 ^th date following the date of CEO’s termination date (the “Release Deadline”), provided that such payment shall be subject to CEO providing an executed general release of claims in a form reasonably satisfactory to Global Cayman (a “Release”) and not revoking such Release within any legally applicable revocation period. If the Release does not become effective and irrevocable by the Release Deadline, CEO will forfeit any rights to the severance payment described above. In addition, in the event CEO voluntarily terminates her employment for any reason, she shall not be entitled to the severance payment described above.

CAUSE EVENT:		A “Cause Event” means: (i) conduct of CEO constituting malfeasance, incompetence, gross misconduct, gross negligence, fraud, dishonesty, (ii) CEO is officially charged with or indicted for a felony criminal offense involving moral turpitude, (iii) CEO fails to follow the lawful written instructions of the Board (including a committee thereof or the Chairman thereof), or (iv) substantive violation by CEO of Global Cayman governance, code of conduct, conflict of interest, or similar Global Cayman policies applicable to all employees or senior executives.

DISPUTES GOVERNING LAW:		Any disputes shall be resolved by arbitration in Philadelphia, Pennsylvania. The governing law shall be that of New York. The arbitration shall be conducted by a single arbitrator selected by the parties in accordance with the JAMS Employment Arbitration Rules & Procedures pertaining at the time the dispute arises. Any arbitration will be conducted on a strictly confidential basis. This agreement to arbitrate and any arbitration hereunder will be interpreted and conducted in all manners necessary to ensure its enforceability.

TAXES/ WITHHOLDING		Global Cayman shall make such deductions and withhold such amounts from each payment made to CEO hereunder as may be required from time to time by law, governmental regulation or order. CEO shall be entitled to reimbursement for any penalty taxes that may be imposed on her in respect of Sections 409A or 457A of the U.S. Internal Revenue Code of 1986, as well as any state, federal or local income or employment taxes imposed on such reimbursement.

SECTIONS 409A AND 457A		It is the intent of the parties that all payments and/or other benefits provided under this agreement be exempt from or otherwise comply with Section 409A of the U.S. Internal Revenue Code, as amended (the “Code”) and the regulations and official guidance issued thereunder, as

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		each may be amended from time to time (collectively, “Section 409A”), and be exempt from the requirements of Section 457A of the Code and the regulations and official guidance issued thereunder, as each may be amended from time to time (collectively, “Section 457A”), so that none of the payments or other benefits provided hereunder will be subject to any adverse tax consequences of Section 409A or Section 457A.

		Notwithstanding anything to the contrary herein, to the maximum extent permitted, this agreement shall be interpreted and administered consistent with such intent so as to provide for exemption or compliance with Section 409A and to provide for exemption from Section 457A.

		With respect to any taxable reimbursements or in-kind benefits provided to CEO by Global Cayman (i) all such reimbursements of eligible expenses shall be made on or prior to the last day of the CEO’s taxable year immediately following the taxable year in which such expenses were incurred, (ii) any right to such reimbursement shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of any such reimbursement or in-kind benefit provided in any taxable year of the CEO shall not affect in any way the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

		Further, if and to the extent Section 457A would otherwise impose taxation on any payments or benefits hereunder, such payments or benefits will be made no later than twelve months after the end of the taxable year of the “service recipient” (within the meaning of Section 457A) during which the right to the payment or benefit is first no longer subject to a “substantial risk of forfeiture” (within the meaning of Section 457A) (or such later date as permitted by Section 457A).

		Each payment or other benefit provided hereunder is intended to constitute a separate payment for purposes of Sections 409A and 457A.

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OTHER MATTERS:		Except as otherwise set forth herein, this agreement incorporates and supersedes all prior agreements among the parties relating to CEO’s employment by Global Cayman or its predecessor. This agreement may only be amended, the provisions hereof may only be waived, and consents hereunder shall only be effective if the amendment, waiver, or consent is evidenced by a written document that is physically signed by CEO and Global Cayman.

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IN WITNESS WHEREOF , the parties have executed this agreement as of the Effective Date.


GLOBAL INDEMNITY LIMITED

By:		/s/ Thomas M. McGeehan


Name:		Thomas M. McGeehan
Title:		Chief Financial Officer

/s/ Cynthia Y. Valko
Name: Cynthia Y. Valko

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Exhibit 10.8

AMENDMENT NO. 3 TO EXECUTIVE EMPLOYMENT AGREEMENT

This is an Amendment, dated and effective as of November 7, 2016 (the “Effective Date”), to the Executive Employment Agreement, originally dated as of October 24, 2005, as amended on July 16, 2008, and as further amended on January 1, 2012, by and between Global Indemnity Group, Inc. (“GBLI US”) and William J. Devlin, Jr. (the “Agreement”):

WHEREAS , Global Indemnity plc (“Global Ireland”) entered into a Scheme of Arrangement (the “Scheme”) with Global Indemnity Limited (“Global Cayman”), which was consummated on the Effective Date and which resulted in the replacement of Global Ireland by Global Cayman as the ultimate parent holding company of the Global Indemnity group of companies, including GBLI US, and the exchange of Global Ireland ordinary shares for Global Cayman ordinary shares on a one-for-one basis; and

WHEREAS, the parties wish to amend the Agreement to reflect such changes that are deemed necessary or appropriate to reflect the consummation of the Scheme;

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and in the Agreement and for other good and valuable consideration, the receipt of which is mutually acknowledged, the parties agree to amend the Agreement, effective as of the Effective Date, as follows:

1. All references to “United America Indemnity, Ltd.” and “UAI” in the Agreement shall instead be references to “Global Indemnity Limited,” and all references to “UAI Board” in the Agreement shall instead be references to the “Board of Directors of Global Indemnity Limited (or its authorized delegate).”

2. All other terms and conditions of the Agreement, as so amended, shall remain unchanged and in full force and effect.

[signature page follows]

IN WITNESS WHEREOF, the parties have executed this Amendment No. 3 to the Executive Employment Agreement as of the Effective Date.


		/s/ William J. Devlin, Jr.
Name:		William J. Devlin, Jr.

		GLOBAL INDEMNITY GROUP, INC.

By:		/s/ Thomas M. McGeehan
Name:		Thomas M. McGeehan
Title:		Chief Financial Officer

Exhibit 10.9

AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT TERM SHEET

This is an Amendment, dated and effective as of November 7, 2016 (the “Effective Date”), to the Executive Employment Term Sheet entered into effective as of January 1, 2015 by and between Global Indemnity plc (“Global Ireland”) and Stephen Green (the “Agreement”):

WHEREAS , Global Ireland entered into a Scheme of Arrangement (the “Scheme”) with Global Indemnity Limited (“Global Cayman”), which was consummated on the Effective Date and which resulted in the replacement of Global Ireland by Global Cayman as the ultimate parent holding company of the Global Indemnity group of companies, including Global Ireland, and the exchange of Global Ireland ordinary shares for Global Cayman ordinary shares on a one-for-one basis; and

WHEREAS, Global Cayman, as the successor to Global Ireland, Global Ireland and Mr. Green wish to amend the Agreement to reflect such changes that are deemed necessary or appropriate to reflect the consummation of the Scheme;

1. All references to “Global Indemnity PLC,” “GBLI” and “Global Indemnity” in the Agreement shall instead be references to “Global Indemnity Limited.”

2. All other terms and conditions of the Agreement, as so amended, shall remain unchanged and in full force and effect.

[signature page follows]

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Executive Employment Term Sheet as of the Effective Date.


GLOBAL INDEMNITY LIMITED



By:		/s/ Thomas M. McGeehan


Name:		Thomas M. McGeehan
Title:		Chief Financial Officer

GLOBAL INDEMNITY PLC



By:		/s/ Thomas M. McGeehan


Name:		Thomas M. McGeehan
Title:		Chief Financial Officer



		/s/ Stephen Green


Name:		Stephen Green

Exhibit 10.10

AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT

This is an Amendment, dated and effective as of November 7, 2016 (the “Effective Date”), to the Executive Employment Agreement, dated as of December 8, 2009, by and between United America Indemnity, Ltd. (“UAI”) and Thomas M. McGeehan (the “Agreement”):

WHEREAS , the Agreement was originally entered into to set forth the terms and conditions of Mr. McGeehan’s (the “Executive”) employment by UAI as its then Senior Vice President and Chief Financial Officer;

WHEREAS , Global Indemnity plc (“Global Ireland”) entered into a Scheme of Arrangement (the “Scheme”) with Global Indemnity Limited (“Global Cayman”), which was consummated on the Effective Date and which resulted in the replacement of Global Ireland by Global Cayman as the ultimate parent holding company of the Global Indemnity group of companies, including UAI, and the exchange of Global Ireland ordinary shares for Global Cayman ordinary shares on a one-for-one basis;

WHEREAS , Executive served as Executive Vice President and Chief Financial Officer of Global Ireland prior to the Effective Date;

WHEREAS , Global Cayman and Executive have agreed that Executive will continue his employment as Executive Vice President and Chief Financial Officer of Global Cayman; and

WHEREAS, Global Cayman, as the successor to Global Ireland, UAI and Executive, accordingly wish to amend the Agreement to reflect Executive’s position with Global Cayman and such other changes that are deemed necessary or appropriate to reflect the consummation of the Scheme;

1. All references to “United America Indemnity, Ltd.,” “Company” and “UAI” in the Agreement shall instead be references to “Global Indemnity Limited,” all references to “UAI Board” in the Agreement shall be instead be references to the “Board of Directors of Global Indemnity Limited,” and all references to “United America Indemnity Group, Inc.” in the Agreement shall instead be references to “Global Indemnity Group, Inc.”

2. All references to “Senior Vice President” in the Agreement shall instead be references to “Executive Vice President.”

3. All other terms and conditions of the Agreement, as so amended, shall remain unchanged and in full force and effect.

[signature page follows]

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Executive Employment Agreement as of the Effective Date.


GLOBAL INDEMNITY LIMITED

By:		/s/ Stephen W. Ries


Name:		Stephen W. Ries
Title:		Secretary

UNITED AMERICA INDEMNITY, LTD.



By:		/s/ Stephen W. Ries


Name:		Stephen W. Ries
Title:		Secretary



		/s/ Thomas M. McGeehan


		Name: Thomas M. McGeehan

Exhibit 10.11

AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT

This is an Amendment, dated and effective as of November 7, 2016 (the “Effective Date”), to the Executive Employment Agreement, dated as of June 8, 2009, by and between Penn-America Insurance Company (“PAIC”) and Matthew B. Scott (the “Agreement”):

WHEREAS , Global Indemnity plc (“Global Ireland”) entered into a Scheme of Arrangement (the “Scheme”) with Global Indemnity Limited (“Global Cayman”), which was consummated on the Effective Date and which resulted in the replacement of Global Ireland by Global Cayman as the ultimate parent holding company of the Global Indemnity group of companies, including PAIC, and the exchange of Global Ireland ordinary shares for Global Cayman ordinary shares on a one-for-one basis; and

WHEREAS, the parties wish to amend the Agreement to reflect such changes that are deemed necessary or appropriate to reflect the consummation of the Scheme;

1. All references to “United America Indemnity, Ltd.,” “UAI,” “UAI, Ltd.,” and “UAI Ltd.” in the Agreement shall instead be references to “Global Indemnity Limited,” all references to “UAI Board” in the Agreement shall instead be references to the “Board of Directors of Global Indemnity Limited (or its authorized delegate),” and all references to “United America Indemnity Group, Inc.” in the Agreement shall instead be references to “Global Indemnity Group, Inc.”

2. All other terms and conditions of the Agreement, as so amended, shall remain unchanged and in full force and effect.

[signature page follows]

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Executive Employment Agreement as of the Effective Date.


		/s/ Matthew B. Scott
Name:		Matthew B. Scott

		PENN-AMERICA INSURANCE COMPANY

By:		/s/ Thomas M. McGeehan
Name:		Thomas M. McGeehan
Title:		Chief Financial Officer

Exhibit 10.12

DEED POLL

THIS DEED POLL is made on 7 November 2016 by Global Indemnity Ltd. (the “ Company ”),

IN FAVOUR OF all persons holding issued and outstanding shares in the capital of the Company, whether as registered shareholders or indirectly in respect of shares registered in the name of Cede & Co or another nominee, from time to time (each a “ Beneficiary ”).

IT IS AGREED as follows:

1.	BACKGROUND

1.1

The Company has been established for the purposes of consummating a scheme of arrangement under sections 449 to 455 of the Companies Act 2014 of Ireland (the “ Scheme ”) proposed to be prosecuted by Global Indemnity Public Limited Company, an Irish company listed on the NASDAQ exchange (“ GBLI ”) and as more fully set out in a Scheme of Arrangement and a Proxy Statement pursuant to Section 14(a) of the US Securities Exchange Act of 1934 each published in respect of the Scheme (the “ Scheme Documents ”).

1.2

The implementation of the Scheme is intended to have the result that persons holding shares in the capital of GBLI immediately prior to the Scheme being effective in accordance with its terms (the Scheme Shareholders under the Scheme) shall hold an equivalent number and class of shares in the capital of the Company (the Shares under the Scheme), the directly and indirectly-held assets of GBLI will become directly or indirectly-held assets of the Company, and certain obligations of GBLI will be assumed by the Company.

1.3	All capitalised terms used but not defined in this Deed Poll shall have the meanings given in the Scheme Documents.

2.	UNDERTAKINGS

2.1	The Company hereby confirms that it does not intend to, and in consequence agrees and undertakes in favour of each Beneficiary, in each case as a several undertaking, that following the Effective Date of the Scheme, it shall not, as part of any transaction undertaken in connection with the Scheme:

(a)

contribute any assets directly held by the Company; or

(b)

cause or allow to be contributed any assets treated as directly held by the Company for U.S. federal income tax purposes,

to any entity classified as a corporation for U.S. federal income tax purposes, in each case unless the Company shall first (i) have obtained an ordinary resolution of its shareholders; or (ii) have agreed to indemnify and hold harmless each affected Beneficiary in respect of any resulting U.S. federal income tax liability to the same extent and on the same terms as such Beneficiary would have been entitled to be indemnified pursuant to the terms of, and in substantially the same manner as is set out in, the Indemnification Agreement entered into by United America Indemnity Ltd. on July 2, 2010.

2.2	The provisions of this Clause 2 are intended to monitor compliance with the “controlled asset transfer” rules of United States Treasury regulations Section 1.367(a)-3(d) and shall be interpreted consistently therewith.

2.3	The confirmations, agreements and undertakings given in this Deed Poll are subject to, and conditional upon, the Scheme being effective in accordance with its terms.

3.	THIRD PARTY RIGHTS

The provisions of this Deed Poll shall be enforceable under the Contracts (Rights of Third Parties) Law, 2014 by any Beneficiary.

4.	LAW AND JURISDICTION

4.1	This Deed Poll is governed by, and shall be construed in accordance with, the law of the Cayman Islands.

THIS DEED POLL has been executed and delivered as a Deed Poll the day and year first above written.


EXECUTED AS A DEED by GLOBAL INDEMNITY LTD. by:	)
	)	/s/ Thomas M. McGeehan
	)	Duly Authorised Signatory
	)
	)	Name:	Thomas M. McGeehan
	)
	)	Title:	Chief Financial Officer


in the presence of:

/s/ Patricia A. Kirk Signature of Witness

Name:		Patricia A. Kirk

Exhibit 10.13

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement dated as of November 7, 2016 between Global Indemnity plc, a public limited company organized under the laws of Ireland (“GI plc”) and Global Indemnity Limited, an exempted company formed with limited liability under the laws of the Cayman Islands (“GI Cayman”) and relates to the Indemnification Agreement, dated as of July 2, 2010, (the “Indemnification Agreement”), by and among United America Indemnity Ltd. (“UAI-Cayman”), and Fox Paine Capital Fund II International, L.P.

WITNESSETH:

WHEREAS, GI plc is a public company listed on The NASDAQ Global Select Market system (“NASDAQ”);

WHEREAS, Section 10 of the Indemnification Agreement provides that the Indemnification Agreement cannot be assigned without the prior written consent of the other party to the agreement;

WHEREAS, GI plc now wants to assign and delegate to GI Cayman all of its rights and obligations under the Indemnification Agreement, and GI Cayman has agreed to accept such assignment and to assume and become liable for all of the obligations of GI plc under the Indemnification Agreement;

WHEREAS , GI Cayman intends for GI plc to have no further obligations or liabilities under the Indemnification Agreement;

NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and provisions herein contained, the parties agree as follows:

1. GI plc hereby assigns and delegates to GI Cayman all of its rights and obligations, respectively, under the Indemnification Agreement.

2. GI Cayman hereby accepts the assignment and assumes all obligations of GI plc under the Indemnification Agreement.

3. This Assignment and Assumption Agreement will become effective on and as of the date hereof.

4. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Indemnification Agreement will remain unamended and not waived and will continue to be in full force and effect.

7. This Assignment and Assumption Agreement and the Indemnification Agreement represent the entire agreement of parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the parties relative to the subject matter hereof not expressly set forth or referred to herein or in the Indemnification Agreement.

9. The parties hereby agree and acknowledge that any obligations or duties of GI plc pursuant to the Indemnification Agreement are hereby terminated in their entirety and that GI plc is an express third party beneficiary to this Assignment and Assumption Agreement. Despite anything to the contrary in this Assignment and Assumption Agreement or the Indemnification Agreement, GI Cayman and the parties to the Indemnification Agreement release and forever discharge GI plc, as well as its shareholders, directors, officers, employees, agents and representatives, from all further obligations arising under this Assignment and Assumption Agreement and the Indemnification Agreement, and from all manner of actions, causes of action, suits, debts, damages, expenses, claims and demands whatsoever that GI Cayman has or may have against any of the foregoing persons, arising out of or in any way connected to performance under this Assignment and Assumption Agreement or the Indemnification Agreement on and after the date hereof. For avoidance of doubt, nothing herein affects any rights, liabilities, or obligations of GI Cayman or GI plc due to be performed before the date hereof.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have duly executed or caused to be duly executed this Assignment and Assumption Agreement as of the date first above written.


Given under the Common Seal of
GLOBAL INDEMNITY PLC

By:		/s/ Thomas M. McGeehan
Name: Thomas M. McGeehan
Title: Chief Financial Officer

GLOBAL INDEMNITY LIMITED

By:		/s/ Thomas M. McGeehan
Name: Thomas M. McGeehan
Title: Chief Financial Officer

FOX PAINE CAPITAL FUND II INTERNATIONAL L.P.,
acting by FP International LPH, L.P., its General Partner, acting by Fox Paine International GP, Ltd., its General Partner

By:		/s/ Saul A. Fox
Name: Saul A. Fox
Title: Director

Exhibit 10.14

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement dated as of [●], 2016 between Global Indemnity plc, a public limited company organized under the laws of Ireland (“GI plc”) and Global Indemnity Limited, an exempted company formed with limited liability under the laws of the Cayman Islands (“GI Cayman”) and relates to the Indemnification Agreement, dated as of July 2, 2010, (the “Indemnification Agreement”), by and among United America Indemnity Ltd. (“UAI-Cayman”), and [ director/secretary/officer ].

WITNESSETH:

WHEREAS, GI plc is a public company listed on The NASDAQ Global Select Market system (“NASDAQ”);

WHEREAS, Section 16 of the Indemnification Agreement provides that UAI-Cayman shall require any successor to its business or assets to assume and perform the Indemnification Agreement in the same manner and to the extent that such succession had not taken place;

WHEREAS, Section 15 of the Indemnification Agreement provides that no amendment to the Indemnification Agreement shall be binding unless executed in writing by all of the parties thereto;

WHEREAS , GI Cayman intends for GI plc to have no further obligations or liabilities under the Indemnification Agreement;

NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and provisions herein contained, the parties agree as follows:

1. GI plc hereby assigns and delegates to GI Cayman all of its rights and obligations, respectively, under the Indemnification Agreement.

2. GI Cayman hereby accepts the assignment and assumes all obligations of GI plc under the Indemnification Agreement.

3. This Assignment and Assumption Agreement will become effective on and as of the date hereof.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have duly executed or caused to be duly executed this Assignment and Assumption Agreement as of the date first above written.


Given under the Common Seal of GLOBAL INDEMNITY PLC

By:
Name:
Title:

GLOBAL INDEMNITY LIMITED

By:
Name:
Title:

UNITED AMERICA INDEMNITY, LTD.

By:
Name:
Title:

INDEMNITEE

By:
Name:

Exhibit 10.15

GLOBAL INDEMNITY LIMITED

SHARE INCENTIVE PLAN

(As Amended and Restated Effective as of November 7, 2016)

Section 1. Purpose; Definitions

The purpose of the Plan is to give Global Indemnity Limited, a Cayman exempted company (the “Company”), and its Affiliates (as defined below) a competitive advantage in attracting, retaining and motivating officers, employees, consultants and non-employee directors, and to provide the Company and its Affiliates with a share plan providing incentives linked to the financial results of the Company’s businesses and increases in shareholder value.

On November 7, 2016, the “scheme of arrangement” under applicable Irish law between Global Indemnity plc (“GI Ireland”) and holders of GI Ireland ordinary shares (the “Scheme”) became effective pursuant to which such holders of GI Ireland Class A and Class B ordinary shares outstanding immediately before the effective time of the Scheme (the “Effective Time”) received one Class A ordinary share and one Class B ordinary share of the Company for each GI Ireland Class A ordinary share and each GI Ireland Class B ordinary share, respectively, and the Company became the ultimate parent holding company of the Global Indemnity group of companies, including GI Ireland, and the successor issuer to GI Ireland.

Prior to the Effective Time, the Plan was sponsored by GI Ireland. In connection with and upon the consummation of the Scheme, the Company assumed the sponsorship of the Plan and GI Ireland’s existing obligations with respect to awards granted and outstanding under the Plan.

For purposes of the Plan, the following terms are defined as set forth below:

“ Affiliate ” of a Person means a Person, directly or indirectly, controlled by, controlling or under common control with such Person and with respect to the Company, includes without limitation its Subsidiaries and its Parent.

“ Award ” means any award under this Plan of any Stock Option, Restricted Share, or Other Share-Based Award.

“ Award Agreement ” means a Restricted Share Agreement or an Option Agreement. An Award Agreement may include provisions included in an employment or consulting agreement of the Company or any of its Affiliates.

“ Board ” means the Board of Directors of the Company.

“ Cause ” means, unless otherwise provided in the Participant’s employment or consulting agreement with the Company or any of its Affiliates, that (i) the Participant is charged with or has committed a felony or other crime involving moral turpitude or conduct adverse to the interests of the Company, (ii) the Participant commits fraud, embezzlement or other conduct adverse to the interests of the Company or its Affiliates, (iii) the Participant substantially fails to perform his duties or obligations to the Company or its Affiliates, provided that he has been given notice and an opportunity to cure not to exceed thirty (30) days under circumstances in which the Board determines, in its sole discretion, that such failure to perform is in fact curable, or (iv) the Participant violates Company policies or policies of its Affiliates or materially breaches any representation made to the Company or its Affiliates.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

“ Committee ” means (a) the Compensation and Benefits Committee of the Board; or (b) a committee (or subcommittee) of the Board that the Board may designate to administer or make decisions required to be made under the Plan, whose membership shall be composed of not less than two directors who are intended to qualify as Non-Employee Directors and, to the extent required by Section 162(m) of the Code and any regulations thereunder, “outside directors” as defined under Section 162(m) of the Code, each of whom shall be appointed by and serve at the pleasure of the Board or (c) if at any time no such committee of the Board under (a) or (b) is so designated by the Board, the Board.

“ Company ” has the meaning set forth in the preamble hereto and any successors by operation of law.

“ Disability ” means permanent and total disability as defined in Section 22(e)(3) of the Code. A Disability shall only be deemed to occur at the time of the determination by the Committee of the Disability.

“ Employment ” means, unless otherwise defined in an applicable Award Agreement or employment or consulting agreement, employment with, or service as a director or officer of, or as a consultant to, the Company or any of its Affiliates.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

“ Exercise Price ” has the meaning set forth in Section 5(a).

“ Fair Market Value ” of the Ordinary Shares means (unless otherwise provided in the applicable Award Agreement), as of any given date, the closing price on the applicable date of the Ordinary Shares on the Nasdaq National Market or, if not listed on such market, on any other national securities exchange on which the Ordinary Shares are listed or, if not so listed, on The Nasdaq Stock Market, Inc. and, if not so quoted, the average of the closing bid and ask prices for the Ordinary Shares in the over-the-counter market on which the Ordinary Shares are actively traded. If such sales prices are not so available or the Ordinary Shares are not actively traded, as determined by the Committee in its sole discretion, the Fair Market Value of the Ordinary Shares shall mean the fair value as determined by the Committee in light of all circumstances, including comparable recent bona fide sales of applicable or similar securities. For purposes of the grant of any Stock Option, the applicable date shall be the date on which the Stock Option is granted.

“ Family Member ” means, solely to the extent provided for in Rule 701 under the Securities Act or, following the filing of a Securities Act Form S-8 with respect to the Plan, solely to the extent provided for in Securities Act Form S-8, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the employee’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or the employee) control the management of assets, and any other entity in which these persons (or the employee) own more than fifty percent (50%) of the voting interests or as otherwise defined in Rule 701 under the Securities Act or Securities Act Form S-8, as applicable.

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“ FPC ” means Fox Paine & Company, LLC, its subsidiaries and related entities (including without limitation Fox Paine Capital, LLC, Fox Paine Capital Fund, L.P., Fox Paine Capital Fund H GP, LLC, Fox Paine Capital Fund II L.P., Fox Paine Capital Fund II International, L.P., Fox Paine Capital Fund II Co-Investors International, LP.), and all Persons that are partners or shareholders or members in any such related entities) and all partners, members, directors, employees, shareholders and agents of any of the foregoing.

“ Incentive Stock Option ” means a Stock Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

“ Management Shareholders’ Agreement ” means the Management Shareholders’ Agreement, dated as of September 5, 2003, among the Company, the FPC Stockholder, and the Management Investors, as defined therein, as amended and/or restated from time to time. The Management Shareholders’ Agreement was terminated on January 1, 2006 in accordance with the terms thereof and is no longer in force.

“ Non-Employee Director ” means a member of the Board who qualifies as a Non-Employee Director (as defined in Rule 16b-3(b)(3) as promulgated by the SEC under the Exchange Act, or any successor definition adopted by the SEC).

“ Nonstatutory Stock Option ” means a Stock Option not intended to qualify as an Incentive Stock Option. “Option Agreement” means an agreement setting forth the terms and conditions of a Stock Option Award. “Other Share-Based Award” means any Award granted under Section 7.

“ Ordinary Shares ” means the Class A Ordinary shares, par value $0.0001 per share, of the Company having the rights, preferences and privileges set out in the Company’s Memorandum and Articles of Association, as amended from time to time (the “ Articles of Association ”).

“ Parent ” means any parent corporation of the Company within the meaning of Section 424(e) of the Code.

“ Participant ” has the meaning set forth in Section 4.

“ Performance Criteria ” has the meaning set forth in Exhibit A.

“ Performance Goal means the objective performance goals established by the Committee and, if desirable for purposes of Section 162(m) of the Code, based on one or more Performance Criteria.

“ Performance Period ” means three consecutive fiscal years of the Company, or such shorter period as determined by the Committee in its discretion.

“ Person ” means an individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization, government (or any department or agency thereof) or other entity.

“ Plan ” means the Global Indemnity Limited Share Incentive Plan, as set forth herein and as hereinafter amended from time to time.

“ Plan Shares ” has the meaning set forth in Section 10(a).

“ Restricted Shares ” means an Award of Ordinary Shares granted under Section 6.

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“ Restricted Share Purchase Agreement ‘ means an agreement setting forth the terms and conditions of an Award of Restricted Shares.

“ Retirement’ means a Participant’s Termination of Employment without Cause at or after age fifty-five (55).

“ SEC ” means the Securities and Exchange Commission or any successor agency.

“ Securities Act ” means the Securities Act of 1933, as amended from time to time, and any successor thereto.

“ Share Award ” means an Award consisting of either shares of Ordinary Shares or a right to receive Ordinary Shares in the future, each pursuant to Section 6 of the Plan.

“ Stock Option ” means any Nonstatutory Stock Option or Incentive Stock Option.

“ Subsidiary’ means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.

“ Termination of Employment ” means (i) a termination of service (for reasons other than a military or personal leave of absence granted by the Company) of a Participant from the Company or an Affiliate, unless the Participant thereupon becomes employed by the Company or another affiliate.

In addition, certain other terms used herein have definitions otherwise ascribed to them herein.

Section 2. Administration

This Plan shall be administered by the Committee.

Among other things, the Committee shall have the authority, subject to the terms of the Plan, to:

(a) select the Participants to whom Awards may from time to time be granted and designate the Affiliates of the Company for purposes of the Plan;

(b) determine whether and to what extent Awards are to be granted hereunder,

(d) determine the terms and conditions of any Award granted hereunder (including, but not limited to, the Exercise Price (subject to Section 5(a)), any vesting conditions, restrictions or limitations (which may be related to the performance of the Participant, the Company or any of its Affiliates)) and any acceleration of vesting or waiver or cancellation regarding any Award and the shares of Ordinary Shares relating thereto, based on such factors as the Committee shall determine;

(e) subject to Section 8 hereof, modify, amend or adjust the terms and conditions of any Award, at any time or from time to time, including, but not limited to, the authority to either (1) reduce the Exercise Price of an outstanding Stock Option or Other Share Based Award or (2) simultaneously cancel Stock Options for which the Exercise Price exceeds the then current Fair Market Value of the underlying Ordinary Shares and grant a new Award with an Exercise Price equal to or greater than the then current Fair Market Value of the underlying Ordinary Shares.

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(f) determine to what extent and under what circumstances Ordinary Shares and other amounts payable with respect to an Award shall be deferred;

(g) adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable;

(h) interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement, including, but not limited to, an Award Agreement relating thereto);

(i) adopt any sub plans applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with or take advantage of any tax laws or other laws applicable to the Company, its Affiliates, or to Participants or to otherwise facilitate the administration of the Plan, which sub plans may include additional restrictions or conditions applicable to Awards or Plan Shares acquired upon exercise of Awards; and

(j) otherwise supervise and administer of the Plan.

The Committee may act only by a majority of its members then serving thereon, except that, if permissible under applicable law, the Committee may designate or allocate all or any portion of its responsibilities and powers to any one or more of their number or any officer of the Company. Any such designation or allocation may be revoked by the Committee at any time.

Any dispute or disagreement which may arise under, or as a result of, or in any way relate to, the interpretation, construction or application of the Plan or an Award (or related Award Agreement) granted hereunder shall be determined and resolved by the Committee. Any determination or resolution made by the Committee pursuant to the provisions of the Plan with respect to the Plan, any Award or Award Agreement shall be made in the sole discretion of the Committee and, with respect to an Award, at the time of the grant of the Award or, unless in contravention of any express term of the Plan or the Award Agreement, at any time thereafter. Except as otherwise set forth herein or in any Award Agreement, all decisions made by the Committee in accordance with the terms of this Plan or the Award Agreements shall be final, conclusive and binding on all Persons, including the Company, its Affiliates and the Participants.

To the maximum extent permitted by applicable law and the Articles of Association of the Company and to the extent not covered by insurance directly insuring such person, each officer and member or former member of the Committee or the Board shall be indemnified and held harmless by the Company against any cost or expense (including reasonable fees and expenses of counsel reasonably acceptable to the Committee) or liability (including any sum paid in settlement of a claim with the approval of the Committee), and advanced amounts necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any act or omission to act in connection with the administration of this Plan, except to the extent arising out of such officer’s, member’s or former member’s own fraud or bad faith. Such indemnification shall be in addition to any rights of indemnification the employees, officers, directors or members or former officers, directors or members may have under applicable law or under the Articles of Association of the Company or any Affiliate. Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations made by an individual with regard to Awards granted to him or her under this Plan.

The total number of Ordinary Shares reserved and available for grant under the Plan shall be 2,000,000 (subject to any increase or decrease pursuant to this Section 3). Shares subject to an Award under the Plan may be authorized and unissued shares of Ordinary Shares or Ordinary Shares held in or acquired for the treasury of the Company or both.

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If any Restricted Shares or Other Share-Based Awards are forfeited to the Company or if any Stock Option terminates without being exercised, the shares subject to such Awards shall again be available for distribution in connection with Awards under the Plan. In addition, in determining the number of Ordinary Shares available for Awards other than Incentive Stock Options, if Ordinary Shares have been delivered or exchanged by a Participant as full or partial payment to the Company for payment of the exercise price, or for payment of withholding taxes, or if the number of Ordinary Shares otherwise deliverable has been reduced for payment of the exercise price or for payment of withholding taxes, the number of Ordinary Shares exchanged or reduced as payment in connection with the exercise or for withholding shall again be available for purposes of Awards other than Incentive Stock Options under this Plan.

The total number of Ordinary Shares subject to any Stock Option which may be granted under this Plan to any Participant shall not exceed 300,000 shares (subject to any increase or decrease pursuant to this Section 3) during each fiscal year of the Company. The individual Participant limitations set forth in this Section 3 shall be cumulative; that is, to the extent that Ordinary Shares for which Options are permitted to be granted to a Participant pursuant to this Section during a fiscal year of the Company are not covered by a grant of an Option in the Company’s fiscal year, such Ordinary Shares available for grants to such Participant automatically increase in the subsequent fiscal years during the term of the Plan until used.

No individual may be granted in any fiscal year of the Company Other Share-Based Awards that are contingent upon the attainment of Performance Goals covering more than 50,000 Shares.

In the event any merger, reorganization, consolidation, recapitalization, spin-off, stock dividend, share split, reverse share split, extraordinary distribution with respect to the Ordinary Shares, any sale or transfer of all or part of the Company’s assets or business or other change in corporate structure affecting the Ordinary Shares occurs or is proposed (such an event, an “Equity Restructuring”), the Committee or the Board shall, effective as of the time of the Equity Restructuring, make such substitution or adjustment in the aggregate number and kind of shares or other property reserved for issuance under the Plan or any limitations under the Plan, in the number, kind and Exercise Price (as defined herein) of shares or other property subject to outstanding Stock Options, in the number and kind of shares or other property subject to Restricted Share Awards or other Awards, and/or such other substitution or adjustments, in each case as the Committee or the Board shall determine in its discretion to be appropriate, such that the value of the adjusted shares or other property immediately prior to the Equity Restructuring is the same as the value of such adjusted shares or other property immediately following the Equity Restructuring, provided that, in no case shall such determination adversely affect in any material respect the rights of a Participant hereunder or under any Award Agreement. In connection with any event described in this paragraph, the Committee may provide, in its sole discretion, for the cancellation of any outstanding Stock Option and payment in cash or other property in exchange therefor in an amount equal to the excess at such time, if any, of the Fair Market Value of the underlying Ordinary Shares over the per share exercise price for such Stock Options.

In the event of a merger or consolidation in which the Company is not the surviving entity or in the event of any transaction that results in the acquisition of substantially all of the Company’s outstanding Ordinary Shares by a single person or entity or by a group of persons and/or entities acting in concert, or in the event of the sale or transfer of all or substantially all of the Company’s assets (all of the foregoing being referred to as “Acquisition Events”), then the Committee may, in its sole discretion, terminate all outstanding Stock Options, effective as of the date of the Acquisition Event, by delivering notice of termination to each Participant at least 20 days prior to the date of consummation of the Acquisition Event, in which case during the period from the date on which such notice of termination is delivered to the consummation of the Acquisition Event, each such Participant shall have the right to

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exercise in full all of his or her Stock Options that are then outstanding (without regard to any limitations on exercisability otherwise contained in the Stock Option agreements), but any such exercise shall be contingent upon and subject to the occurrence of the Acquisition Event, and, provided that, if the Acquisition Event does not take place within a specified period after giving such notice for any reason whatsoever, the notice and exercise pursuant thereto shall be null and void.

Section 3.

Participants

The following persons shall be “Participants” eligible to be granted Awards under the Plan: (i) Persons who are officers, directors, employees or consultants of the Company and/or any of its Affiliates; (ii) Persons who at the time of grant may be performing (or subject to being required to perform) services for the Company or any of its Affiliates (including, without limitation, officers, directors, employees, Affiliates and consultants of FPC); and (iii) Non-Employee Directors of the Company and its Affiliates who are responsible for or contribute to the management, growth and profitability of the business of the Company and its Affiliates. However, Incentive Stock Options may be granted only to employees of the Company its Subsidiaries or its Parent.

Section 4.

Stock Options

The Board or the Committee as its duly authorized delegate shall have the authority to grant to Participants Stock Options. Stock Options shall be evidenced by Option Agreements, which shall include such terms and provisions as the Committee may determine from time to time. The grant of a Stock Option shall occur on the date the Committee by resolution selects an individual to receive a grant of a Stock Option, determines the number of Ordinary Shares to be subject to such Stock Option to be granted to such individual and specifies the terms and provisions of the Stock Option, or on such other date as the Committee may determine. The Company shall notify a Participant of any grant of a Stock Option, and a written Option Agreement shall be duly executed and delivered by the Company to the Participant. Such Option Agreement shall become effective upon execution and delivery by the Participant to the Company.

Stock Options shall be subject to the following terms and conditions, and shall contain such additional terms and conditions as the Committee shall deem desirable:

(a) Exercise Price. The price per Ordinary Share purchasable under a Stock Option shall be such price as determined by the Committee and set forth in the Option Agreement (the “Exercise Price”); provided that the Exercise Price shall not be less than the grant date Fair Market Value of the Ordinary Shares, and:

(i) In the case of an Incentive Stock Option

(A) granted to an employee of the Company, its Subsidiaries or its Parent who, at the time of the grant of such Incentive Stock Option, owns shares representing more than ten percent (10%) of the voting power of all share classes of the Company or its Subsidiaries or its Parent (a “Ten Percent Shareholder”), the per share Exercise Price shall be no less than one hundred ten percent (110%) of the Fair Market Value per share on the date of grant; and

(B) granted to any employee of the Company, its Subsidiaries or its Parent other than a Ten Percent Shareholder, the per share Exercise Price shall be no less ‘than one hundred percent (100%) of the Fair Market Value per share on the date of grant.

(ii) in the case of any other Stock Option granted, including Nonstatutory Stock Options, the per share Exercise Price as determined by the Committee.

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(b) Option Term. The term of each Stock Option shall be fixed by the Committee provided, however, that no Stock Option shall be exercisable more than ten (10) years after the date such Stock Option is granted. Absent any such term being fixed by the Committee, pursuant to an Option Agreement or otherwise, such term shall be ten (10) years; provided, however, that the term of an Incentive Stock Option granted to a Ten Percent Shareholder shall not exceed five (5) years.

(c) Exercisability. Except as otherwise provided herein, Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee If the Committee provides that any Stock Option is exercisable only in installments, the Committee may at anytime waive such installment exercise provisions, in whole or in part, based on such factors as the Committee may determine. In addition, the Committee may at any time accelerate the exercisability of any Stock Option.

(d) Method of Exercise. Subject to the provisions of this Section 5, vested Stock Options may be exercised, in whole or in part, at any time during the option term by giving written notice of exercise to the Company specifying the number of Ordinary Shares subject to the Stock Option to be purchased.

Such notice shall be accompanied by payment in full of the Exercise Price per share by certified or bank check or such other instrument or method of payment as the Committee may accept. Unless determined otherwise by the Committee at the time of grant and set forth in the Option Agreement, payment, in full or in part, may also be made in the form of fully vested Ordinary Shares (other than Restricted Shares) already owned by the Participant (for at least six months or such other period necessary to avoid a charge, for accounting purposes, against the Company’s earnings as reported in the Company’s financial statements if acquired upon exercise of a Stock Option or received upon the lapse of restrictions on an Award of Restricted Shares) of the same class as the Ordinary Shares subject to the Stock Option (based on the Fair Market Value of the Ordinary Shares on the date the Stock Option is exercised) or, if the Ordinary Shares are traded on a national securities exchange, The Nasdaq Stock Market, Inc. or quoted on a national quotation system sponsored by the National Association of Securities Dealers, and the Committee authorizes, to the extent permitted by law, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount equal to the purchase price or through “net settlement” in Ordinary Shares.

No Ordinary Shares shall be issued until full payment therefore has been made. Except as otherwise provided in the Management Shareholders’ Agreement, if the Participant is a party to the Management Shareholders’ Agreement, and subject to Sections 10(b), 10(e) and 10(h) hereof and the applicable Option Agreement, a Participant shall have all of the rights of a shareholder of the Company holding the class or series of Ordinary Shares that is subject to such Stock Option (including, if applicable, the right to vote the shares and the right to receive dividends and distributions), when the Participant has given written notice of exercise, has paid in full for such shares and, if requested, has given the representations referred to in Section 10(b) or as may otherwise be required in accordance with Sections 10(e) and 10(h).

(e) Nontransferability of Stock Options. No Stock Option shall be transferable by the Participant other than (i) by will or by the laws of descent and distribution, or (ii) as otherwise expressly permitted under the applicable Option Agreement, to a Family Member, subject to the restrictions in the Management Shareholders’ Agreement. All Stock Options granted to an individual shall be exercisable, subject to the terms of the Plan, during the Participant’s lifetime, only by the Participant or any Person to whom such Stock Option is transferred pursuant to the preceding sentence, including such Participant’s guardian, legal representative and other transferee. The term “Participant” includes the estate of the Participant or the Legal representative of the Participant named in the Option Agreement and any Person

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to whom an Option is otherwise transferred in accordance with this Section 5(e), by will or the laws of descent and distribution; provided, however, that references herein to Employment of a Participant or termination of Employment of a Participant shall continue to refer to the Employment or termination of Employment of the applicable grantee of an Award hereunder.

(f) Termination of Employment.

(i) Termination for Any Reason (other than Cause). Except as otherwise determined by the Committee and expressly provided in the applicable Option Agreement or applicable employment or consulting agreement, upon the termination of the Participant’s Employment for any reason (other than Cause), including death or Disability, vesting ceases, the term of unvested stock options lapses and vested and unvested options will become unexercisable, except that such Participant shall have ninety (90) days to exercise the portion of the Participant’s Stock Option that is vested on the date of the Participant’s termination of Employment. Notwithstanding anything contained herein to the contrary, the Participant shall not be permitted to exercise any Stock Option at a time beyond the initial option term.

(ii) Termination for Cause. All outstanding and unexercised Stock Options, whether vested or unvested, as of the time the Participant is notified that his or her Employment is terminated for Cause or at the time the Participant voluntarily terminates employment within ninety (90) days after the occurrence of an event that would be grounds for a termination for Cause, will be cancelled immediately.

Section 5.

Restricted Shares

The Committee shall determine the Participants to whom and the time or times at which grants of Restricted Shares will be awarded, the number of shares to be awarded to any Participant, the purchase price, the conditions for vesting, the time or times within which such Awards may be subject to cancellation, repurchase and restrictions on transfer and any other terms and conditions of the Awards (including provisions (i) relating to placing legends on certificates representing Restricted Shares, (ii) permitting the Company to require that Restricted Shares be held in custody by the Company with a share transfer certificate from the owner thereof until restrictions lapse and (iii) relating to any rights to repurchase Restricted Shares on the part of the Company), in addition to those contained in the Management Shareholders’ Agreement, if the Participant is a party to the Management Shareholders’ Agreement. Each Participant receiving Restricted Shares shall be issued a share certificate in respect of such Restricted Shares, unless the Committee elects to use another system, such as book entries by the transfer agent, as evidencing ownership of shares of Restricted Shares. Unless otherwise specified in the Restricted Share Agreement, upon a Participant’s termination for any reason during the relevant restriction period, all unvested Restricted Shares will be forfeited to the Company, without compensation.

Furthermore, in addition to the foregoing restrictions, Restricted Shares held by an officer, director or consultant of the Company or one of its Affiliate may be subject to additional or greater restrictions and any restrictions set forth in the Company’s Articles of Association. The terms and conditions of Restricted Share Awards shall be set forth in a Restricted Share Agreement, which shall include such terms and provisions as the Committee may determine from time to time, and which shall be duly executed and delivered by the Company to the Participant and become effective upon execution and delivery by the Participant to the Company. Except as provided in this Section 6, the Restricted Share Agreement, the Management Shareholders’ Agreement and any other relevant agreements, the Participant shall have, with respect to the Restricted Shares, all of the rights of a shareholder of the Company holding the class or series of Ordinary Shares that is the subject of the Restricted Share Award, including, if applicable, the right to vote the shares and, subject to the following sentence, the right to receive any cash dividends or distributions (but, subject to the third paragraph of Section 3, not the right to receive non-cash dividends or distributions). If so determined by the Committee in the applicable Restricted Share

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Agreement, cash dividends and distributions on the class or series of Ordinary Shares that is the subject of the Restricted Share Award shall be automatically deferred and reinvested in additional Restricted Shares, held subject to the vesting of the underlying Restricted Shares, or held subject to meeting conditions applicable only to dividends and distributions.

Section 6.

Other Share-Based Awards

The Committee is authorized to grant to Participants Other Share-Based Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to Ordinary Shares, including but not limited to, Ordinary Shares awarded purely as a bonus and not subject to any restrictions or conditions, Ordinary Shares in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company or a Subsidiary, share appreciation rights (either separately or in tandem with Options), share equivalent units, and Awards valued by reference to book value of Ordinary Shares.

Subject to the provisions of this Plan, the Committee shall have authority to determine the persons to whom and the time or times at which such Awards shall be made, the number of Ordinary Shares to be awarded pursuant to or referenced by such Awards, and all other conditions of the Awards. Grants of Other Share-Based Awards may be subject to such conditions, restrictions and contingencies as the Committee may determine which may include, but are not limited to, continuous service with the Company or an Affiliate and/or the achievement of Performance Goals. Except as provided in the last sentence of this paragraph, the criteria that may be used by the Committee in granting Other Share-Based Awards contingent on Performance Goals shall consist of the attainment of one or more of the Performance Goals. The Committee may select one or more Performance Goals for measuring performance and the measuring may be stated in absolute terms or relative to comparable companies. The measurements used in Performance Goals set under the Plan shall be determined in accordance with Generally Accepted Accounting Principles (“GAAP”), except, to the extent that any objective Performance Goals are used, if any measurements require deviation from GAAP, such deviation shall be at the discretion of the Committee at the time the Performance Goals are set or at such later time to the extent permitted under Section 162(m) of the Code. Other Performance Goals may be used to the extent such goals satisfy Section 162(m) of the Code or the Other-Share Based Award is not intended to satisfy the requirements of Section 162(m) of the Code.

Other Share-Based Awards made pursuant to this Section 7 are subject to the following terms and conditions:

(a) Dividends. Unless otherwise determined by the Committee at the time of Award, subject to the provisions of the Award agreement and this Plan, the recipient of an Award under this Section 7 shall be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents with respect to the number of Ordinary Shares covered by the Award, as determined at the time of the Award by the Committee, in its sole discretion.

(b) Vesting. Any Award under this Section 7 and any Ordinary Shares covered by any such Award shall vest or be forfeited to the extent so provided in the Award agreement, as determined by the Committee, in its sole discretion.

(c) Waiver of Limitation. In the event of the Participant’s Retirement, Disability or death, or in cases of special circumstances, the Committee may, in its sole discretion, waive in whole or in part any or all of the limitations imposed hereunder (if any) with respect to any or all of an Award under this Article.

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(d) Purchase Price. Ordinary Shares issued on a bonus basis under this Section 7 may be issued for no cash consideration; Ordinary Shares purchased pursuant to a purchase right awarded under this Section 7 shall be priced as determined by the Committee.

(e) Committee Certification. At the expiration of the Performance Period, the Committee shall determine and certify in writing the extent to which the Performance Goals have been achieved.

Section 7.

Term, Amendment and Termination

This Plan will expire on February 10, 2019. Awards outstanding as of such date shall not be affected or impaired by the expiration of the Plan and shall be subject to the terms of the Plan.

The Board or the Committee may at any time amend, suspend, or terminate the Plan, prospectively or retroactively; provided, however, that, unless otherwise required by law or specifically provided herein, no amendment, suspension or termination shall be made that is adverse to the rights of a Participant under an Award theretofore granted without such Participant’s consent; provided, further, without the approval of the shareholders of the Company in accordance with applicable law, to the extent required by the applicable provisions of Rule 16b-3 or Section 162(m) of the Code or the rules of any exchange or system on which the Ordinary Shares are listed or traded, or, with regard to Incentive Stock Options, Section 422 of the Code, no amendment may be made which would (i) increase the aggregate number of Ordinary Shares that may be issued under this Plan or the maximum individual Participant limitations under Section 3; (ii) change the classification of Participants eligible to receive Awards under this Plan; (iii) extend the maximum Stock Option period or (iv) require shareholder approval in order for the Plan to continue to comply with the applicable provisions of Rule 16b-3 or Section 162(m) of the Code, or, with regard to Incentive Stock Options, Section 422 of the Code.

The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but no such amendment shall be made that is adverse to the rights of the Participant thereunder without the Participant’ consent.

Section 8.

Unfunded Status of Plan

It is presently intended that the Plan constitute an “unfunded” plan for incentive and deferred compensation. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Ordinary Shares or make payments; provided, however, that unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Plan.

Section 9.

General Provisions

(a) Awards and Certificates. Shares of Restricted Shares and Ordinary Shares issuable upon the exercise of a Stock Option (together, “Plan Shares”) shall be evidenced in such manner as the Committee may deem appropriate, including book entry registration or issuance of one or more share certificates. Any certificate issued in respect of Plan Shares shall be registered in the name of such Participant and shall bear appropriate legends referring to the terms, conditions, and restrictions applicable to such Award. Such Plan Shares may bear other legends to the extent the Committee or the Board determines it to be necessary or appropriate, including any required by the Management Shareholders’ Agreement. If and when all restrictions expire without a prior cancellation of the Plan Shares theretofore subject to such restrictions, upon surrender of legended certificates representing such shares new certificates for such shares shall be delivered to the Participant without the second legend listed above.

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(b) Representations and Warranties. The Committee may require each Person purchasing or receiving Plan Shares to (i) represent to and agree with the Company in writing that such Person is acquiring the shares without a view to the distribution thereof and (ii) make any other representations and warranties that the Committee deems appropriate.

(c) Additional Compensation. Nothing contained in the Plan shall prevent the Company or any of its Affiliates from adopting other or additional compensation arrangements for its employees.

(d) No Right of Employment. Adoption of the Plan or grant of any Award shall not confer upon any employee or any other individual any right to continued Employment, nor shall it interfere in any way with the right of the Company or any of its Affiliates to terminate the Employment of any eligible Participant at any time.

(e) Withholding Taxes. No later than the date as of which an amount first becomes includible in the gross income of a Participant for income tax purposes or subject to Federal Insurance Contributions Act withholdings with respect to any Award, including, without limitation, upon exercise of any Stock Option, under the Plan, such Participant shall pay to the Company or, if appropriate, one of its Affiliates, or make arrangements satisfactory to the Committee regarding the payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. If approved by the Committee, minimum required statutory withholding obligations may be settled with Ordinary Shares, including Ordinary Shares that are part of the Award that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Ordinary Shares.

(f) Beneficiaries. The Committee shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of the Participant’s death are to be paid or by whom any rights of the Participant, after the Participant’s death, may be exercised.

(g) Governing Law. The Plan and all Awards made and actions taken thereunder shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law thereof.

(h) Compliance with Laws. If any law or any regulation of any governmental body, commission or agency having jurisdiction shall require the Company or a Participant seeking to exercise Stock Options to take any action with respect to the Plan Shares to be issued upon the exercise of Stock Options then the date upon which the Company shall issue or cause to be issued the Plan Shares or the rights associated therewith shall be postponed until full compliance (as determined by the Committee in its sole discretion) has been made with all such requirements of law or regulation; provided, that the Company shall use its reasonable efforts to take all necessary action to comply with such requirements of law or regulation. Moreover, in the event that the Company shall determine that, in compliance with the Securities Act or other applicable statutes or regulations (including state “Blue Sky” or other securities laws), it is necessary to register any of the Plan Shares with respect to which an exercise of a Stock Option has been made, or to qualify any such Plan Shares (or the Company) for exemption from any of the requirements of the Securities Act or any other applicable statute or regulation, no Stock Options may be exercised and no Plan Shares shall be issued to the exercising Participant until the required action has been completed; provided, that the Company shall use its reasonable efforts to take all necessary action to comply with such requirements of law or regulation. Notwithstanding anything to the contrary contained herein, neither the Board nor the members of the Committee owes a fiduciary duty to any Participant in his or her capacity as such.

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(i) Fractional Shares. No fractional shares shall be issued under the Plan and no cash settlements shall be made with respect to fractional shares eliminated by rounding.

(j) Information to Participants. The Company shall provide, not less frequently than annually, copies of annual financial statements to each individual who acquires Ordinary Shares pursuant to the Plan while such individual owns such Ordinary Shares. The Company shall not be required to provide such statements to key employees whose duties in connection with the Company assure their access to equivalent information.

(k) Shareholders’ Agreement and Other Requirements. Notwithstanding anything herein to the contrary, as a condition to the receipt of Plan Shares, to the extent required by the Committee, the Participant shall execute and deliver a shareholders’ agreement or such other documentation which shall set forth certain restrictions on transferability of the Plan Shares, a right of first refusal of the Company with respect to Plan Shares, the right of the Company to purchase Plan Shares and such other terms as the Board or Committee shall from time to time establish. Such shareholders’ agreement shall apply to all Plan Shares acquired under the Plan. The Company may require, as a condition of grant or exercise of any Award, the Participant to become a party to any other existing shareholders’ agreement.

(l) Section 409A. Notwithstanding other provisions of the Plan or any Award agreements thereunder, no Award shall be granted, deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant. In the event that it is reasonably determined by the Committee that, as a result of Section 409A of the Code, payments or deliveries of shares in respect of any Award under the Plan may not be made at the time contemplated by the terms of the Plan or the relevant Award agreement, as the case may be, without causing the Participant holding such Award to be subject to taxation under Section 409A of the Code, the Company will make such payment or delivery of shares on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. In the case of a Participant who is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), payments and/or deliveries of shares in respect of any Award subject to Section 409A of the Code that are linked to the date of the Participant’s separation from service shall not be made prior to the date which is six (6) months after the date of such Participant’s separation from service from the Company and its affiliates, determined in accordance with Section 409A of the Code and the regulations promulgated thereunder. The Company shall use commercially reasonable efforts to implement the provisions of this Section 10(l) in good faith; provided that neither the Company, the Committee nor any of the Company’s employees, directors or representatives shall have any liability to Participants with respect to this Section 10(l).

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APPENDIX A

PERFORMANCE CRITERIA

Performance Goals established for purposes of an Award of Performance-Based Awards intended to comply with
Section 162(m) of the Code shall be based on one or more of the following performance criteria (“Performance Criteria”): (i) the attainment of certain target levels of, or a specified percentage increase in, revenues, income before taxes and extraordinary items, net income, operating income, earnings before income tax, earnings before interest, taxes, depreciation and amortization or a combination of any or all of the foregoing; (ii) the attainment of certain target levels of, or a percentage increase in, after-tax or pre-tax profits including, without limitation, that attributable to continuing and/or other operations; (iii) the attainment of certain target levels of, or a specified increase in, operational cash flow; (iv) the achievement of a certain level of, reduction of, or other specified objectives with regard to limiting the level of increase in, all or a portion of, the Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company, which may be calculated net of such cash balances and/or other offsets and adjustments as may be established by the Committee; (v) earnings per share or the attainment of a specified percentage increase in earnings per share or earnings per share from continuing operations; (vi) the attainment of certain target levels of, or a specified increase in return on capital employed or return on invested capital; (vii) the attainment of certain target levels of, or a percentage increase in, after-tax or pre-tax return on shareholders’ equity; (viii) the attainment of certain target levels of, or a specified increase in, economic value added targets based on a cash flow return on investment formula; (ix) the attainment of certain target levels in the fair market value of the shares of the Company’s Ordinary Shares; (x) the growth in the value of an investment in the Company’s Ordinary Shares assuming the reinvestment of dividends; (xi) the attainment of a certain level of, reduction of, or other specified objectives with regard to limiting the level in or increase in, all or a portion of controllable expenses or costs or other expenses or costs or a reduction of the loss ratio, expense ratio, or combined ratio; (xii) achievement of certain targets with respect to the Company’s book value, assets or liabilities. For purposes of item (i) above, “extraordinary items” shall mean all items of gain, loss or expense for the fiscal year determined to be extraordinary or unusual in nature or infrequent in occurrence or related to a corporate transaction (including, without limitation, a disposition or acquisition) or related to a change in accounting principle, all as determined in accordance with standards established by Opinion No. 30 of the Accounting Principles Board.

In addition, such Performance Criteria may be based upon the attainment of specified levels of Company (or subsidiary, division or other operational unit of the Company) performance under one or more of the measures described above relative to the performance of other corporations. Furthermore, such Performance Criteria may be supplemented by reference to per share determinations. To the extent permitted under Section 162(m) of the Code, but only to the extent permitted under Section 162(m) of the Code (including. without limitation, compliance with any requirements for shareholder approval), the Committee may: (i) designate additional business criteria on which the Performance Criteria may be based or (ii) adjust, modify or amend the aforementioned business criteria.

Exhibit 10.16

GLOBAL INDEMNITY LIMITED

ANNUAL INCENTIVE AWARDS PROGRAM

(As Amended and Restated Effective as of November 7, 2016)

I.	Background.

On November 7, 2016, the “scheme of arrangement” under applicable Irish law between Global Indemnity plc (“Gl plc”) and holders of GI plc ordinary shares (the “Scheme”) became effective pursuant to which, among other things, Global Indemnity Limited, a Cayman exempted company, became the ultimate parent holding company of the Global Indemnity group of companies, including GI plc.

Prior to the Effective Time, the Plan was sponsored by GI plc. In connection with and upon the consummation of the Scheme, Global Indemnity Limited assumed the sponsorship of the Plan and GI plc’s existing obligations with respect to awards granted and outstanding under the Plan.

II.

Purpose: The purposes of this Annual Incentive Awards Program (the “Program”) are:

1. To encourage increased efficiency and profitability of Global Indemnity Limited (the “Company” or “GI Limited”).

2. To reward Participants’ contributions to corporate success.

III.

Compensation Philosophy.

GI Limited wishes to provide a comprehensive, competitive compensation program for its officers and certain other employees.

The Program is intended to be an integral part of the total compensation opportunity offered by the organization to such employees. This incentive program is an adjunct to other forms of compensation provided by GI Limited and its subsidiaries.

IV.

Definition of Terms.

For purposes of the Program, terms have meanings as follows:

“Award” means the amount earned by a Participant pursuant to the provisions of the Program.

“Base Salary” means a Participant’s W-2 wages for a calendar year excluding any extraordinary compensation such as bonuses, stock options, deferred compensation or benefits which are taxable for federal income tax purposes. For purposes of the Program, Base Salary shall also include, however, any salary deferrals which represent the employee’s portion of contributions to a qualified benefit plan or deferred compensation plan offered by GI Limited and subsidiaries.

“Beneficiary” or “Beneficiaries” means the person or persons designated by the Participant to receive any payments due from the Program in the event of the Participant’s death. Such a designation may, without notice to the Beneficiary, be changed or revoked by the Participant at any time and from time to time. The designation of the Beneficiary, and any change or revocation thereof, shall be made in writing and shall not be effective unless and until filed with and acknowledged by the Committee.

If a Participant fails to designate a Beneficiary, or if no designated Beneficiary survives the Participant, the amount payable from the Program shall be paid to the Participant’s estate.

If a person designated as a Beneficiary shall be a minor or a person who has been judged legally incompetent, GI Limited shall make payment on behalf of such Beneficiary to the Beneficiary’s guardian or conservator, but only if such guardian or conservator has provided to the Committee documentary evidence satisfactory to it as to the legal, valid and continuing authority of such guardian or conservator to act on behalf of such Beneficiary. Upon payment to such guardian or conservator, neither the Board of Directors (the “Board”), GI Limited, the Committee or any other agent, employee or officer of any of them shall have any further liability for such payment.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor thereto.

“Code Section 162(m)” means the exception for performance based compensation under Section 162(m) of the Code or any successor section and the Treasury regulations promulgated thereunder.

“Committee” means the Compensation Committee of GI Limited, as designated from time to time by the Board, or its designee. When pertaining to Covered Participants and as otherwise necessary to comply with Code Section 162(m), “Committee” shall mean a subcommittee thereof consisting solely of “outside” directors, as such term is defined by Code Section 162(m).

“Covered Participant” means a Participant who, on the last day of GI Limited’s taxable year, is the chief executive officer of GI Limited or is among the four highest compensated officers (other than the chief executive officer) of GI Limited as determined under Code Section 162(m).

“Disability” means (i) “disability” as defined by long-term disability plan maintained by GI Limited or by the subsidiary or division thereof by which the Participant is employed and under which the Participant is covered or (ii) as determined by the Committee in its reasonable judgment.

“Participant” means any employee of GI Limited or subsidiary who has been designated by the Committee as eligible to participate in the Program.

“Performance Goals” means the objective performance goals established by the Committee, and if desirable for purposes of Code Section 162(m), based on one or more Performance Criteria (as defined in Annex A).

“Program Year” means a twelve-month consecutive period commencing on each January 1 and ending on each December 31.

“Retirement” means the Participant’s voluntary resignation in circumstances acceptable to the Committee.

V.	Designation of Participants.

The Participants shall be those employees (or class of employees) of GI Limited and subsidiaries who are designated by the Committee as being eligible to participate in the Program. The Committee shall create different sets of Award opportunities (“Tiers”) and shall assign Participants to such Tiers. With respect to non-Covered Participants, the Committee may designate, should it so choose, certain employees who would determine eligibility, Award opportunities and/or Award amounts from a bonus pool designated by the Committee for such non-Covered Participants (or Tiers thereof).

In order to be eligible to be a Participant for any Program Year, an individual must meet the criteria set forth in the Program both at the beginning and the end of the Program Year, except in those cases where a Participant’s employment with GI Limited and its subsidiaries has terminated due to Retirement, death or Disability, as provided in Section VII. Any deviation from this clause requires the prior written approval of the Committee.

VI.

Awards for Participants:

Basis for Earning Awards: Unless otherwise provided herein, Participants will earn an Award on the basis of achievement of the Performance Goals, as such goals are selected and determined by the Committee. If the Committee so elects, certain Participants who are not Covered Participants may be eligible for discretionary bonuses based on their individual performance.

Award Opportunities :

A Participant’s Award opportunity shall be determined by the Committee, or its designate, as provided in Section V, and may provide for different levels of Awards depending on varying achievement of the Performance Goals.

Award opportunities under the Program may be expressed as a percentage of the Base Salary, and may range from 5% to 200%, or may be expressed as specific dollar amounts; provided that in no event shall an Award under the Program exceed $1,000,000.

Determination of Awards Earned :

The Committee will establish the specific Performance Goals which must be attained in order to receive Awards hereunder. With respect to Covered Participants, such goals shall be established in writing prior to the beginning of a Program Year or at such later date as permitted under Code Section 162(m) and while the outcome of the Performance Goals is substantially uncertain.

Upon receipt of the audited financials for the Company, the Committee (or with respect to Committee-designated non-Covered Participants, such Participants’ supervisors) shall determine whether and to what extent the Performance Goals for the Program Year were achieved. The Committee may, in its sole discretion, disregard (or adjust for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances; provided however that, to the extent such discretion would be impermissible under Code Section 162(m) or otherwise violate Code
Section 162(m), the Committee shall not exercise such discretion with respect to any Covered Participant’s Award.

Notwithstanding the foregoing, the Committee may, in its sole discretion, elect to pay a Participant an amount that is less than or more than what the Participant’s Award would otherwise be hereunder; provided that in no instance shall the Committee increase the amounts otherwise payable to a Covered Participant.

VII.

Payment of Awards .

A Participant shall be entitled to receive payment in an amount equal to his/her Award no later than March 15 of the year following the Program Year to which payment relates. Notwithstanding the foregoing, in order to be eligible for payment of an Award for any Program Year, a Participant must be continuously employed by GI Limited or its subsidiaries through the close of the Program Year, except in the case of a Participant whose employment terminates on account of Retirement, death, or Disability. In the case of a Participant whose employment has terminated during the Program Year due to Retirement, death or Disability, that Participant or his/her Beneficiary will qualify for a pro-rated portion of the Participant’s Award, based on (i) the number of complete calendar months of service which the Participant completed during that Program Year and (ii) the actual achievement of the Performance Goals for such Program Year, to be paid on or about the same time Awards are paid to active Participants under the Program. Any deviation from this clause requires the prior authorization of the Committee.

Any payments due to Beneficiaries under the Program will be paid at the time payment would otherwise have been made to the Participant, provided the identity and validity of such Beneficiary has been legally established.

Notwithstanding any other provision herein, (A) if an individual’s employment with GI Limited and subsidiaries is terminated on account of conduct detrimental to GI Limited’s best interests, then the Committee, in its sole discretion (and not subject to challenge by the Participant in any way), may cancel payment of any Award that has been earned under the Program but has not yet been paid and (B) if a Participant resigns for any reason prior to the payment of an Award, the Participant shall not be entitled to any payment under the Program.

No Award shall be paid to any Covered Participant before the Committee certifies in writing that the relevant Performance Goals (except to the extent permitted under Code Section 162(m) and provided above with regard to Retirement, death or Disability) were in fact satisfied.

VIII.

Program Administration .

The Program shall be administered by the Committee. The Committee shall have the authority to (i) interpret the Program in its sole and absolute discretion based upon the Program’s provisions, (ii) certify attainment of Performance Goals, and (iii) make all other determinations necessary or desirable for the Program’s administration; and such decisions of the Committee shall be final, conclusive and binding on all parties. The Program is intended to comply with Code Section 162(m) with respect to Covered Participants, and all provisions contained herein shall be limited, construed and interpreted in a manner to so comply.

The designation of an individual as a Participant for a particular Program Year shall not confer upon such individual the right to be designated as a Participant in a subsequent Program Year.

An individual who has been designated by the Committee as a Participant for a Program Year shall be notified in writing no later than April 30 of the Program Year of such designation, provided that Covered Participants shall be notified in writing prior to the beginning of such Program Year or at such later date as permitted under Code Section 162(m).

GI Limited shall deduct from any distributions made to Participants or Beneficiaries under the Program any applicable federal, state or local taxes which GI Limited may be required to deduct under the law and all amounts distributed under the Program are stated herein before any such deductions.

No Participant or other person shall have an interest in any fund or any specific assets of GI Limited and subsidiaries by reason of being a Participant in the Program or any right to receive any distribution under the Program except and to the extent expressly provided in the Program.

The designation of an individual as a Participant under the Program shall not be construed as conferring upon such individual any right to remain in the employ of GI Limited and subsidiaries. With respect to any Participant, GI Limited and subsidiaries’ right to discipline, promote, demote, reassign or terminate for any reason they deem fit shall not be affected in any manner by reason of such individual’s designation as a Participant in the Program.

All questions or controversies arising in any manner between the parties or persons in connection with the Program or its operation, whether as to any claim for benefits, or as to the construction of language or meaning of the Program, or rules and regulations adopted by the Committee, or as to any writing, decision, instrument or account in connection with the operation of the Program or otherwise, shall be submitted to the Committee for decision.

IX.

No Assignment or Alienation .

Except as otherwise required by law, no right or interest (which right shall simply be a contractual right) of any Participant hereunder shall be assigned, transferred or pledged voluntarily or involuntarily and any attempt to do so shall be void, nor shall such rights or interests be subject to attachment or other claims of creditors.

X.	General .

All actions taken or determinations made by the Committee shall be final and binding and all concerned and nothing in the Program shall be deemed to give any Participant, Beneficiary, legal representatives or assigns any right to participate in the Program except as determined by the Committee pursuant to the provisions in the Program.

XI.

Program Amendment and Termination .

The Company reserves the right in the Board (or a duly authorized committee thereof) to amend, suspend or terminate the Program or to adopt a new plan in place of the Program at any time; provided, that no such amendment shall, without the prior approval of the Company’s shareholders in accordance with applicable law to the extent required for the Program to continue to comply with the requirements of Code Section 162(m): (i) materially alter the Performance Criteria (as defined in Annex A) set forth in Annex A; (ii) change the class of eligible employees set forth in Article IV; (iii) increase the maximum amount set forth in Article V; or (iv) implement any other change to a provision of the Program. Furthermore, no amendment, suspension or termination shall, without the consent of the Participant, alter or impair a Participant’s right to receive payment of an Award for a Program Year otherwise payable hereunder.

XII.

Governing Law .

The Program and any amendments thereto shall be construed, administered, and governing in all respects in accordance with the laws of the Commonwealth of Pennsylvania (regardless of the law that might otherwise govern under applicable principles of conflict of laws).

ANNEX A

GLOBAL INDEMNITY LIMITED

PERFORMANCE CRITERIA

Performance Goals intended to comply with Code Section 162(m) shall be based on one or more of the following performance criteria (“Performance Criteria”): (i) the attainment of certain target levels of, or a specified percentage increase in, revenues, income before taxes and extraordinary items, net income, operating income, earnings before income tax, earnings before interest, taxes, depreciation and amortization or a combination of any or all of the foregoing; (ii) the attainment of certain target levels of, or a percentage increase in, after-tax or pre-tax profits including, without limitation, that attributable to continuing and/or other operations; (iii) the attainment of certain target levels of, or a specified increase in, operational cash flow; (iv) the achievement of a certain level of, reduction of, or other specified objectives with regard to limiting the level of increase in, all or a portion of, the Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company, which may be calculated net of such cash balances and/or other offsets and adjustments as may be established by the Committee; (v) earnings per share or the attainment of a specified percentage increase in earnings per share or earnings per share from continuing operations; (vi) the attainment of certain target levels of, or a specified increase in return on capital employed or return on invested capital; (vii) the attainment of certain target levels of, or a percentage increase in, after-tax or pre-tax return on stockholders’ equity; (viii) the attainment of certain target levels of, or a specified increase in, economic value added targets based on a cash flow return on investment formula; (ix) the attainment of certain target levels in the fair market value of the shares of the Company’s common stock; (x) the growth in the value of an investment in the Company’s common stock assuming the reinvestment of dividends; (xi) the attainment of certain GAAP insurance operating ratios; (xii) the attainment of a certain level of, reduction of, or other specified objectives with regard to limiting the level in or increase in, all or a portion of controllable expenses or costs or other expenses or costs; or (xiii) achievement of certain targets with respect to the Company’s book value, assets or liabilities. For purposes of item (i) above, “extraordinary items” shall mean all items of gain, loss or expense for the fiscal year determined to be extraordinary or unusual in nature or infrequent in occurrence or related to a corporate transaction (including, without limitation, a disposition or acquisition) or related to a change in accounting principle, all as determined in accordance with standards established by Opinion No. 30 of the Accounting Principles Board.

In addition, such Performance Criteria may be based upon the attainment of specified levels of Company (or subsidiary, division or other operational unit of the Company) performance under one or more of the measures described above relative to the performance of other corporations. To the extent permitted under Section 162(m) of the Code, but only to the extent permitted under Section 162(m) of the Code (including, without limitation, compliance with any requirements for stockholder approval), the Committee may: (i) designate additional business criteria on which the Performance Criteria may be based or (ii) adjust, modify or amend the aforementioned business criteria.

Exhibit 99.1

LOGO

PRESS RELEASE


For release:		November 7, 2016

Contact:		Media
		Stephen W. Ries
		Senior Corporate Counsel
		(610) 668-3270
		sries@global-indemnity.com

GLOBAL INDEMNITY COMPLETES REDOMESTICATION TO THE CAYMAN ISLANDS

George Town, Cayman Islands – November 7, 2016 – Global Indemnity plc (NASDAQ: GBLI) announced today that it has completed its redomestication to change the ultimate holding company of the Global Indemnity group of companies from an entity incorporated in Ireland to an entity incorporated in the Cayman Islands. As previously announced, the name of the new holding company is Global Indemnity Limited.

Global Indemnity Limited is registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and is subject to SEC reporting requirements applicable to domestic registrants. Global Indemnity Limited’s A ordinary shares will trade on the Nasdaq Global Select Stock Market under the ticker symbol “GBLI.”

About Global Indemnity Limited and its subsidiaries

Global Indemnity Limited, through its several direct and indirect wholly owned subsidiary insurance and reinsurance companies, provides both admitted and non-admitted specialty property and casualty insurance coverages and individual policyholder coverages in the United States, as well as reinsurance worldwide. Global Indemnity Limited’s three primary segments are:

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United States Based Commercial Lines Operations

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United States Based Personal Lines Operations

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Bermuda Based Reinsurance Operations

For more information, visit the Global Indemnity Limited website at http://www.globalindemnity.ky.