As filed with the Securities and Exchange Commission on August 1, 2018July 30, 2021

RegistrationNo. 333-225758333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORMS-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GLOBAL INDEMNITY LIMITEDGROUP, LLC

(Exact name of Registrantregistrant as specified in its charter)

GLOBAL INDEMNITY GROUP, INC.GBLI HOLDINGS, LLC

(Exact name of Registrantregistrant as specified in its charter)

27 Hospital Road

Three Bala Plaza East, Suite 300

George Town, Grand CaymanBala Cynwyd, PA 19004

(610) KY1-9008

Cayman Islands

+(345)949-0100664-1500

(Address, including zip code, and telephone number, including area code, of Registrant’sregistrant’s principal executive offices)

Thomas M. McGeehan

Chief Financial Officer

c/o Global Indemnity Group, Inc.

Three Bala Plaza East, Suite 300

Bala Cynwyd, PA 19004 USA

(610)664-1500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Katharine A. Martin, Esq.Dwight S. Yoo

Megan J. Baier, Esq.Skadden, Arps, Slate, Meagher & Flom LLP

Wilson Sonsini Goodrich & Rosati, P.C.One Manhattan West

650 Page Mill Road

Palo Alto, CA 94304New York, NY 10001

(650)(212) 493-9300735-3000

Approximate date of commencement of proposed sale to the public:public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

The information in this prospectus is not complete and may be changed. We may not sell the securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 1, 2018JULY 30, 2021

PROSPECTUS

$500,000,000

GLOBAL INDEMNITY LIMITEDGLOBAL INDEMNITY GROUP, LLC

Class A OrdinaryCommon Shares, Class B OrdinaryCommon Shares, Preferred Shares, Depositary Shares, Debt Securities,

Guarantees, Warrants to Purchase Class A OrdinaryCommon Shares

Warrants to Purchase or Preferred Shares,

Warrants to Purchase Debt Securities, Stock Purchase Contracts and

Stock Purchase Units

GLOBAL INDEMNITY GROUP, INC.GLOBAL INDEMNITY GROUP, LLC

GBLI HOLDINGS, LLC

Debt Securities

Global Indemnity Limited (“Global Indemnity”) and/or

Global Indemnity Group, Inc.LLC (“Global Indemnity”) and/or GBLI Holdings, LLC (“GBLI Holdings”), a wholly ownedwholly-owned subsidiary of Global Indemnity, (“GIGI”), may offer and sell from time to time the securities described in this prospectus. We may offer these securities separately or together in any combination and as separate series. This prospectus provides you with a general description of the securities we may offer. We will provide the specific terms of these securities in supplements to this prospectus. The prospectus supplements may also add, update or change information contained in this prospectus. You should read this prospectus and any supplements carefully before you invest.

OurGlobal Indemnity’s Class A ordinary sharesCommon Shares are traded on the NASDAQNasdaq Global Select Market under the symbol “GBLI.”“GBLI”.

Investing in our securities involves risks. See “Risk Factors” beginning on page 43 of this prospectus and the documents incorporated herein by reference.

This prospectus may not be used to consummate sales of offered securities unless accompanied by a prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission or regulatory authority has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                 , 2018.

2021.

TABLE OF CONTENTSTable of Contents

We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus and any accompanying supplement to this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. This prospectus and any accompanying supplement to this prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and any accompanying supplement to this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The information contained or incorporated by reference in this prospectus and any supplement to this prospectus is accurate as of the dates of the applicable documents. Our business, financial condition, results of operations and prospects may have changed since the applicable dates. When we deliver this prospectus or a supplement or make a sale pursuant to this prospectus or a supplement, we are not implying that the information is current as of the date of the delivery or sale.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described under the heading “Where You Can Find More Information.”

-i-

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that Global Indemnity and GIGIGBLI Holdings filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process, relating to up to a total initial offering price of $500,000,000 of (i) the Class A ordinary shares,Common Shares, Class B ordinary shares,Common Shares, preferred shares, depositary shares, debt securities, warrants, stockguarantees, purchase contracts and stock purchase units described in this prospectus of Global Indemnity and (ii) the debt securities of GIGI.herein. This prospectus provides you with a general description of the securities that Global Indemnity and/or GIGIand GBLI Holdings may offer.

This prospectus does not contain all of the information set forth in the registration statement as permitted by the rules and regulations of the SEC. For additional information regarding us and the offered securities, please refer to the registration statement. Each time we sell securities, a prospectus supplement containing specific information about the terms of that offering will be provided. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”

The registration statement that contains this prospectus, and the exhibits to the registration statement, contain additional information about us and the securities that may be offered under this prospectus. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete, and in each instance reference is made to the copy of that contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by that reference and the exhibits and schedules thereto.

We may include agreements as exhibits to the registration statement of which this prospectus forms a part. In reviewing such agreements, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

described in these forward-looking statements is subject to risks, uncertainties, assumptions and other factors described in the section captioned “Risk Factors” and elsewhere in this prospectus or documents incorporated by reference herein. These risks are not exhaustive. Other sections of this prospectus or documents incorporated by reference herein include additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus and documents incorporated by reference herein. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

The Company’s business and operations are and will be subject to a variety of risks, uncertainties and other factors. Consequently, actual results and experience may materially differ from those contained in any forward-looking statements. See “Risk Factors” in Item 1A of Part I in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”), filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2021, for risks, uncertainties and other factors that could cause actual results and experience to differ from those projected. You may obtain copies of this document as described under the heading “Where You Can Find More Information.”

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, those set forth herein or in our annual, quarterly and other reports we file with the SEC. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements. We do not intend to update these forward-looking statements, except as required by applicable law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus mightmay not occur. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are set forth in the section captioned “Risk Factors” and elsewhere in this prospectus or documents incorporated by reference herein, as updated by our subsequent filings under Exchange Act.

Global Indemnity provides its insurance products across a distribution network that includes binding authority, program, brokerage, and reinsurance. Global Indemnity is a holding company formed on February 9, 2016 underThe Company manages the laws of the Cayman Islands. On November 7, 2016, Global Indemnity replaced Global Indemnity plc(“GI-Ireland”) as the ultimate parent company pursuant to a scheme of arrangement whereby each ofGI-Ireland’s A ordinary shares were cancelled and replaced with one A ordinary share of Global Indemnity on a one for one basis and each B ordinary share ofGI-Ireland was cancelled and replaced with one B ordinary share of Global Indemnity on a one for one basis. Our Ordinary Shares are publicly traded on the NASDAQ Global Select Market under the trading symbol “GBLI.”

Subsequent to the completion of the redomestication, certain of our subsidiaries, includingGI-Ireland, were placed into liquidation, liquidated, or merged out of existence. In addition, substantially all of the assetsdistribution of these companies, including intellectual property, were transferred to Global Indemnity.

GIGI was incorporated in the State of Delaware in 2003 and is an indirect wholly owned subsidiary of Global Indemnity.

We manage ourproducts through four business through three business segments:segments. Commercial Lines, managed in Bala Cynwyd, Pennsylvania,Specialty offers specialty property and casualty products designed for product lines such as Small Business Binding Authority, Property Brokerage, Vacant Express, and Programs; Personal Lines, managed in Scottsdale, Arizona,Programs, which are written through the United National Plus brand and provide insurance for businesses such as snowplowing and pest control. Specialty Property offers specialty personal lines property and agricultural coverage;casualty insurance products. Farm, Ranch & Stable offers specialized property and casualty coverage including Commercial Farm Auto and Excess/Umbrella Coverage for the agriculture industry as well as specialized insurance products for the equine mortality and equine major medical industry. Reinsurance Operations managed in Bermuda, provides reinsurance solutions through brokers and primary writers including insurance and reinsurance companies. The Commercial LinesSpecialty, Specialty Property, and Personal LinesFarm, Ranch & Stable segments comprise our U.S.the Company’s Insurance Operations.

We areGBLI Holdings (formerly known as Global Indemnity Group, Inc.) was incorporated in Cayman Islands asthe State of Delaware in 2003 and is an exempted company and our principal executive offices are located at 27 Hospital Road, George Town, Grand Cayman,KY1-9008, Cayman Islands, Attn: Walkers Corporate Limited. Our telephone number is +1345 814 7600 and our website address is www.globalindemnity.ky. The information contained on our website is not incorporated by reference into this prospectus.indirect wholly-owned subsidiary of Global Indemnity.

You can obtain additional information about us in the reports and other documents incorporated by reference in this prospectus. See “Incorporation of Certain Information by Reference.”

Issued Share Capital

As of June 20, 2018, our issued share capital consistedApril 30, 2021, we had 10,479,999 Class A Common Shares, 3,947,206 Class B Common Shares and 4,000 Series A Cumulative Fixed Rate Preferred Shares outstanding.

Class B Common Shareholders are entitled to cast 10 votes for each Class B Common Share held, whereas Class A Common Shareholders are entitled to cast 1 vote for each Class A Common Share held. If there is a Class B Majority Shareholder (as defined below), they are entitled to special rights in the appointment of 10,150,130 A ordinary shares, which includes 74,784 treasury shares, with par valuedirectors. See “Election of $0.0001 per share and 4,133,366 B ordinary shares, with a par value of $0.0001, and no outstanding preferred shares.Directors.”

The rights and restrictions to which the ordinarycommon shares are subject are prescribed in our amended and restated memorandum and articles of association.LLC Agreement. Our amended and restated memorandum and articles of associationLLC Agreement entitles our board of directors (the “Board”),the Board, without shareholder approval, to determine the terms of the preferred shares issued by us. Our Board is authorized, without obtaining any vote or consent of the holders of any class or series of shares unless expressly provided by the terms of that class or series of shares, to provide from time to time for the issuance of other series of preferred shares and to establish the characteristics of each series, including the number of shares,voting powers and such distinctive designations, relative voting rights, dividend rights, liquidation and other rights, redemption, repurchase or exchange rights and any other preferences and relative, participating, optional or other special rights, powers and duties and such qualifications, limitations or restrictions thereof not inconsistent with applicable law.

Pre-emption Rights,Reduction of Share Warrants and Share OptionsCapital

Under Cayman law, no statutorypre-emption rights apply.

SubjectOur LLC Agreement requires an amendment to approve the qualification that the directors may not issue or allot shares in excessreduction of the authorized share capital, Cayman lawshares of any class or series. See “Amendment of Governing Documents” for the approvals required to effect any amendment to our LLC Agreement.

Governance

Preemptive Rights, Warrants and Options

The DLLCA does not provide any statutory preemptive rights.

Except as may be set forth in any Share Designation, our LLC Agreement does not provide shareholders with any preemptive, preferential or similar rights with respect to the issuance of our shares. The DLLCA does not restrict the ability of our Boarddirectors to issue warrants or options in circumstances where they consider in good faith that the interests of the company are served thereby.relating to our underlying shares.

Our amended and restated memorandum and articles of association provides thatLLC Agreement authorizes the Board is authorized to grant, uponissue options, rights, warrants and appreciation rights relating to shares at any time for any purpose to such termpersons and for such consideration, and on such other terms and conditions, as the Board deems advisable, options to purchase (or commitments to issue atmay determine.

As a future date) our shares of any class or series, and to cause warrants or other appropriate instruments evidencing such options or commitments to be issued. No statutorypre-emption rights will apply to the issuance of warrants and options issued by us.

WeNasdaq-listed company, we are subject to the rules of NASDAQ requiringNasdaq, and such rules require shareholder approval of share issuances in certain share issuances. The Cayman Islands Takeover Code doescircumstances.

Dividends and Distributions

Our LLC Agreement authorizes the Board, subject to the applicable provisions of the DLLCA, to declare and pay distributions of cash or other assets to the shareholders at any time, and from time to time, subject to the terms of any Share Designation.

Under the DLLCA, a limited liability company may not applymake a distribution to us because we are not admittedits shareholders if, after giving effect to listingthe distribution, the liabilities of the limited liability company (other than liabilities to members on account of their limited liability company interests and liabilities for which the recourse of creditors is limited to specified property of the limited liability company) would exceed the fair value of its assets (except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the Cayman Islands.assets of the limited liability company only to the extent that the fair value of that property exceeds that liability).

Dividends

Under Cayman law, dividends andExcept as may be set forth in any Share Designation, any distributions may only be made from distributable reserves. Distributable reserves, broadly, means our accumulated realized profits less our accumulated realized losses on a standalone basis, together with amounts standing to the credit of the company’s share premium account. The share premium account is an account maintained in our books and records that records the excess of the consideration paid (or deemed to have been paid) upon the initial issuance of any share over the par value of that share. Distributions may not be made from the share premium account unless, immediately thereafter, the company is able to meet its obligations in the ordinary course as they fall due.

The determination as to whether or not we have sufficient distributable reserves (including in respect of share premium) to fund a dividend is a determination to be madedeclared by the Board by reference to the legal, financial and accounting information available to it. As a matter of Cayman law, we are required to maintain accounts that give a “true and fair view” of the state of our affairs and to explain its transactions. Cayman law does not require us to file annual accounts in the Cayman Islands.

Our amended and restated memorandum and articles of association provides that dividends maymust be declared by the company in general meeting, but no dividends shall exceed the amount recommended by the Board. However, the amended and restated memorandum and articles of association authorizes the Board to declare such interim dividends as appear justified from our profits without the approval of the shareholders. The dividends can be declared and paid in the form of cash ornon-cash assets, subject to applicable law. The Board may deduct from any dividend or other moneys payable to any shareholder all sums of money, if any, due from the shareholder to us in respect of shares of the company.

Subject to certain limited exceptions, no dividends may be paid on our ordinary shares unless all necessary provisions, where relevant, have been made for payment of any preference dividend in respect of any preference shares then in issue.

The Board is also authorized to issue shares in the future with preferred rights to participate in dividends declared by us. The holders of such preference shares may, depending on their terms, rank senior to the holders of our ordinary shares with respect to dividends.

On December 27, 2017, the Company announced the adoption of a dividend program with an anticipated initial dividend rate of $0.25 per share per quarter ($1.00 per share per year). Payment of dividends is subject to future determinations by the Board of Directors based on the Company’s results, financial conditions, amounts required to grow the Company’s business,Class A Common Shares and other factors deemed relevant by the Board.

Share Repurchases, Redemptions and Conversions

Repurchases and Redemptions

Under Cayman law, a company can issue redeemable shares and redeem or repurchase them out of distributable reserves (which are described above under “Dividends”), including share premium, or the proceeds of a new issue of shares made for that purpose. Shareholder approval will not be required to redeem our redeemable ordinary shares.

We are entitled to obtain such other information about each shareholder (and each beneficial owner of shares) as is necessary or appropriate in connection with such shareholder’s ownership of shares and in order to permit us to carry out our obligations under our LLC Agreement.

Appraisal Rights

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

Our LLC Agreement does not provide for any appraisal rights, except to the limited extent provided with respect to the required redemption or repurchase of shares in the event of an Adverse Consequence Determination. Our LLC Agreement expressly provides that shareholders are not entitled to dissenters’ rights of appraisal in the event of a merger, consolidation, conversion, division, sale of all or substantially all of the assets of us or our subsidiaries, or any other similar transaction or event.

Anti-Takeover Provisions

Shareholder Rights Plans andMeasures; Share Issuances; Transfer Restriction

Cayman law does not expressly prohibit companies from issuing share purchase rights or adopting a shareholder rights plan as an anti-takeover measure. Whilst there is no directly relevant case law on the validity of such plans under Cayman law, the decisions in comparable circumstances of the courts of England and Wales in particular are of persuasive authority in the Cayman Islands.

The Board has the powerauthority to issue any of our authorized andbut unissued shares onof any existing class or series of shares and to create additional classes or series of shares pursuant to a Share Designation and authorize and issue shares of any such terms and conditionsnewly created class or series.

Our LLC Agreement authorizes the Board to decline to approve or register any purported transfer of shares:

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

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

Voting of Subsidiaries’ Shares

Our LLC Agreement grants the Board the full power and authority to undertake any action in connection with our best interest. It is possibleinterest or participation in any of our subsidiaries.

In addition, our LLC Agreement provides that the termsshareholders authorize the Board to approve any “conflict of interest” transactions between one or more directors or their affiliates, on the one hand, and conditionsany subsidiary of ours, on the other hand, in the same manner that any issue“conflict of interest” transaction involving the Company may be approved pursuant to ourLLC Agreement. See “Conflicts of Interests” below.

Election of Directors

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

Directors (other than Designated Directors (as defined below)) will be elected at each annual meeting of shareholders by a plurality of the votes of outstanding shares could discouragepresent in person or represented by proxy and entitled to vote on the election of directors. If, at any time, there shall be a takeoverClass B Majority Shareholder (as defined below), then such Class B Majority Shareholder will have the right to appoint, in connection with each annual meeting of shareholders, a number of directors (the “Designated Directors”) to the Board as is proportionate to the aggregate voting power of all shares then held by the Class B Majority Shareholder (as a percentage of the voting power represented by all outstanding shares), rounded up to the nearest whole number of directors.

“Class B Majority Shareholder” means any person or other transactionany “group” (as defined in the Exchange Act) that, holderstogether with their respective affiliates (and each of some ortheir receptive successors), beneficially holds (i) a majority of our ordinarythe outstanding Class B Common Shares and (ii) shares might believerepresenting an aggregate of at least 25% of the Company’s voting power.

Filling of Vacancies by the Board

Our LLC Agreement provides that any vacancy on the Board that results from an increase in the number of directors may be filled by a majority vote of the directors then in office, even if less than a quorum, or by a sole remaining director, based on the recommendation of the Chairman of the Board, except that any such vacancy may be filled by the Class B Majority Shareholder if, and to the extent, necessary to ensure that the number of Designated Directors, after giving effect to the filling of such vacancy, is proportionate to the aggregate voting power of all shares then held by the Class B Majority Shareholder (as a percentage of the voting power represented by all outstanding shares), rounded up to the nearest whole number of directors.

Our LLC Agreement provides that vacancies on the Board resulting from the resignation, removal, death or disability of:

Each director will be elected (or, in the case of the Designated Directors, appointed by the Class B Majority Shareholder) to serve a one-year term and shall serve until such director’s successor is duly elected (or, in the case of the Designated Directors, appointed by the Class B Majority Shareholder) or the earliest to occur of such director’s resignation, removal or death.

Removal of Directors

Our LLC Agreement provides that, subject to the rights of holders of any shares set forth in a Share Designation, any directors who are not Designated Directors may be removed at any time, with or without cause, upon Common Shareholder Approval (as defined below), taken either at a shareholders meeting called for such purpose or by written or electronic consent. Designated Directors may be removed, with or without cause, only by the Class B Majority Shareholder (for so long as there continues to be in their best interest or in which holders of our ordinary shares might receive a premium for their shares over the then-market price of the shares.Class B Majority Shareholder).

Board and Committee Composition; Management

Our amended and restated memorandum and articles of associationLLC Agreement provides that the Board may declineform committees from time to registertime and, to the extent provided in the Board resolution establishing such committee, any such committee may exercise all of the powers and authority of the Board in the management of the business and affairs of the Company.

Members of each Board committee will be selected by the Board from time to time, except that any Class B Majority Shareholder will have the sole right to designate a transfernumber of members of each committee of the Board as is proportionate to the voting power of all outstanding shares then held by such Class B Majority Shareholder, rounded up to the nearest whole number of directors.

Duties of the Board of Directors

Our business and affairs are managed by the Board, which has the full power and authority to do, and to direct our officers to do, all things necessary or appropriate to conduct our business, subject to such matters that, pursuant to our LLC Agreement, require approval of shareholders (or any class of shareholders).

Our LLC Agreement provides that, to the fullest extent permitted by the DLLCA, no covered person will have any duties, at law or in equity, including any fiduciary duties, to us, any shareholder or any other person, arising out of, relating to, or in connection with us, the conduct of our business and affairs, or any action or omission taken or omitted to be taken, or consent or approval given or withheld, in each case, in such person’s capacity as a director or shareholder, respectively, whether pursuant to our LLC Agreement or otherwise, other than those duties (if any) expressly set forth in our LLC Agreement (and subject to the implied contractual covenant of good faith and fair dealing, to the extent applicable).

Our LLC Agreement provides that whenever a covered person takes any action (or omits to take any action), or is permitted or required to make any decision or determination with respect to us or our business and affairs, then, to the fullest extent permitted by law, it will be entitled to take such action (or omit to take such action), or to make such decision or determination, in its sole and absolute discretion, and will be entitled to consider only such interests and factors as it desires, including its own interests, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting us, any of the shareholders or any other person, and will not be subject to any other or different standards that may otherwise apply.

Our LLC Agreement provides that for all purposes thereof, each covered person (in each case, acting in its capacity as such), acting on behalf of us or in connection with our business and affairs, will be conclusively presumed to be acting in good faith if it appears(or, in the case of the Board, a majority of the directors participating in the decision) subjectively believe(s) that the action taken (or omitted to be taken), the consent or approval given or withheld, or the decision or determination made or not made, is in or is not opposed to the best interests of us.

Indemnification of Directors and Officers; Insurance

We are required to indemnify and hold harmless (i) our current and former directors and executive officers, (ii) the chairman of the Board, that the effect(iii) each Class B Majority Shareholder (including any member of such transfer would be to increase the number of our Controlled Sharesa “group” (as defined in the Exchange Act) constituting a Class B Majority Shareholder) and its affiliates and successors, and (iv) our amendedpartnership representative (the persons set forth in the foregoing (i) through (iv), collectively, “Indemnified Persons”). Indemnified Persons are entitled, under our LLC Agreement, to indemnification by us, to the fullest extent permitted by the DLLCA, against all losses (including expenses) incurred by such Indemnified Persons in connection with any claims involving such Indemnified Persons in their capacity as Indemnified Persons (other than claims brought by the Company with the prior approval of the Board) (“Indemnified Claims”), except in the case of fraud, as determined by a final, non-appealable determination. Indemnified Persons will only be entitled to indemnification from the Company for claims brought by such Indemnified Persons if such claims are Indemnified Claims. Indemnified Persons will also be entitled to indemnification with respect to claims brought by or against such Indemnified Persons that are not Indemnified Claims if they are successful on the merits with respect to such claims pursuant to a final, non-appealable determination.

Indemnified Persons will be entitled, under our LLC Agreement, to advancement of expenses (including attorneys’ fees) in connection with any Indemnified Claims prior to the resolution thereof upon the receipt by us of an undertaking by or on behalf of such Indemnified Persons to repay such amount if it ultimately shall be determined that the Indemnified Persons are not entitled to be indemnified.

Our LLC Agreement permits the Board to indemnify and restated memorandumadvance expenses to persons other than the Indemnified Persons (e.g., officers other than executive officers).

Indemnified Persons will not be denied indemnification because they had an interest in the transaction with respect to which the indemnification applies, so long as the transaction is not otherwise prohibited under our LLC Agreement.

Indemnification and articlesadvancement of association)expenses will be made only out of our assets, and no Covered Person shall be personally liable for any indemnification or advancement payments.

We may enter into one or more agreements with any person that provide for indemnification greater than or different than that provided in our LLC Agreement.

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

Limitation on Director Liability

Our LLC Agreement provides that, to the fullest extent permitted by the DLLCA, Covered Persons will not be liable to us, the shareholders or any other persons for monetary damages for any breach of duties, except in the case of Fraud, as determined by a final, non-appealable determination.

Conflicts of Interest

Our LLC Agreement provides that shareholders and non-employee directors will have no obligation or duty to refrain from, directly or indirectly, (i) engaging in the same or similar business activities or lines of business in which we or any of our affiliates engages or proposes to engage or (ii) otherwise competing with us or any of our affiliates, in each case, except to the extent otherwise set forth in a binding agreement entered into between a shareholder or non-employee director, on one hand, and us or any other group member, on the other hand.

We and each shareholder renounce any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity which may be available to a shareholder or non-employee director, and the doctrine of “corporate opportunity” does not apply to the shareholders or non-employee directors. However, neither we nor any shareholder renounce any interest in any business opportunity offered to any non-employee director if such opportunity is expressly offered to such person solely in his or her capacity as a director, and the foregoing sentence shall not apply to 9.5%any such business opportunity.

Any resolution or morecourse of action approved by the Board (or a committee thereof) in respect of any classtransaction in which a director or shareholder has an interest will be permitted and deemed approved by all shareholders, and will not constitute a breach of voting sharesour LLC Agreement or any other duty, if such resolution or course of action is:

(A) approved by a majority of the total issuedmembers of a Board committee (the “Conflicts Committee”) composed solely of directors who, as of the date of approval of any matter by the Conflicts Committee, has not, and whose family members have not, during the three (3) year period immediately preceding the date of such approval, been employed by or accepted any compensation in excess of $120,000 during any period of twelve (12) consecutive months within such three (3) year period from the director or shareholder (or their respective affiliates) who is a party to the transaction or other matter that is the subject of such approval, other than (i) compensation for board or board committee service, (ii) compensation paid to a family member who is an employee (other than an executive officer) of such director or shareholder (or their affiliates), and (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation.

(B) approved by a majority of the disinterested Combined Voting Power (as defined below);

(C) on terms that, when taken together in their entirety, are no less favorable to us than those generally being provided to or available from unrelated third parties; or

(D) fair and reasonable to us, taking into account the totality of the relationships between the parties involved.

If approval pursuant to clause (A) above is obtained, or if the Board determines that the resolution or course of action taken satisfies either of the standards set forth in clause (C) or (D) above, then it shall be presumed that, in making its determination, the Conflicts Committee or the Board, as applicable, acted in good faith, and in any proceeding brought by or on behalf of any shareholder or us challenging such determination, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption and will be required to prove that the Conflicts Committee or the Board, as applicable, in making such determination, did not subjectively believe that the resolution or course of action taken with respect to such underlying matter was in or not opposed to our best interests.

A director may vote in respect of any matter where such director is an interested director, and such director’s vote shall be counted in respect thereof.

Shareholder’s Suits; Dispute Resolution

Under the DLLCA, shareholders may bring an action in the right of the Company to recover a judgment in the Company’s favor if the Board has refused to bring the action or an effort to cause the Board to bring such action is not likely to succeed.

A shareholder may also be permitted to bring a claim against the Company in such shareholder’s personal capacity where such shareholder has suffered harm independent of any injury to the Company.

Our LLC Agreement does not permit shareholders to seek an order for the Company to be judicially dissolved.

Our LLC Agreement requires any and all claims by and among us, any shareholder, and any of our directors, officers or employees, or any of their respective affiliates, arising out of or relating to our LLC Agreement, or any rights or obligations thereunder, our internal affairs, the ownership, transfer or rights or obligations of or with respect to, any shares, or any action or inaction arising out of or relating to any of the foregoing, as well as any question of the arbitrator’s jurisdiction or the existence, scope or validity of our LLC Agreement’s arbitration mechanism, shall be submitted, upon written notice delivered by any party to such claim, to confidential, final and binding arbitration before JAMS, in accordance with the JAMS Procedures in effect at the time, except to the extent such procedures are modified in our LLC Agreement; provided, however, that the foregoing arbitration requirements will not apply with respect to any federal securities laws claims brought under the Securities Act or the Exchange Act, for which the United States District Court for the District of Delaware shall be the sole and exclusive forum, unless we otherwise consent. For the avoidance of doubt, any claims other than such federal securities laws claims, including any claims accompanying any such federal securities laws claim will continue to be subject to the mandatory arbitration provisions of our LLC Agreement.

The seat of arbitration shall be New York, New York and the arbitration shall be conducted in the English language. The parties to the arbitration will select, within 20 days of delivery by any party of a copy of the demand for arbitration, a single individual to serve as a neutral, mutually agreed upon arbitrator. If the parties are unable to agree upon a single individual to serve as arbitrator, then the arbitrator will be selected by JAMS in accordance with the JAMS Procedures.

Such arbitration will be conducted using the “baseball” method. Under such arbitration, each of the parties to the dispute will simultaneously submit a proposed resolution of such dispute, after the conclusion of all testimony, to the arbitrator, who must make a determination by selecting, without modification, one of the resolutions submitted by the parties. In addition to monetary damages, the arbitrator shall be empowered to award equitable relief.

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

The decision of the arbitrator will be final and binding, shall not be subject to appeal, and shall be the sole and exclusive remedy between the parties regarding any disputes presented to the arbitrator. The prevailing party will be entitled to seek enforcement of the arbitrator’s decision in any court of competent jurisdiction.

All arbitration proceedings under our LLC Agreement will be confidential, and the parties and their agents agree not to disclose to any third party (i) the existence or status of the arbitration, (ii) all information made known and documents produced in the arbitration not otherwise in the public domain, and (iii) all awards arising from the arbitration, except and to the extent that disclosure is required by applicable law or is required to protect or pursue a legal right.

Shareholder Consent to Action without Meeting

Our LLC Agreement provides that the shareholders may act by written or electronic consent executed and delivered by shareholders holding at least the Combined Voting Power necessary to approve such action.

Annual Meetings of Shareholders

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

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

Extraordinary Meetings of Shareholders

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

Record Dates for Shareholder Meetings

Our LLC Agreement provides that the Board may determine the record date, which must be between 10 and 60 days before the date of the applicable shareholder meeting. If no record date is fixed by the Board, the record date will be the close of business on the next day preceding the day on which notice was given (or if notice was waived, the close of business on the day next preceding the day the meeting is held). Only those record holders of outstanding shares on the record date fixed by the Board in respect of a shareholder meeting shall be entitled to receive notice of, attend and vote as such meeting.

Director Nominations; Proposals of Shareholders

Directors (other than the Designated Directors who will be appointed as described above) are nominated by the Board for election at each shareholders meeting. Shareholders also may nominate candidates for election to the Board and bring business before an annual shareholders meeting, subject to the satisfaction of certain advance notice and minimum share ownership and holding period requirements.

In order for any shareholder (other than a Class B Majority Shareholder) to nominate an individual for election as a director at a shareholders annual meeting, such shareholder must (i) deliver written notice to us between 120 and 150 days prior to the anniversary date of the immediately preceding annual meeting, containing detailed information about the individual to be nominated, the shareholder giving notice, and such other information set forth in our LLC Agreement and (ii) have held shares representing at least 1% of the Combined Voting Power of the outstanding Class A Common Shares and Class B Common Shares for a continuous period of 2 years prior to the date of such notice (and must continue to hold such shares through the record date for the determination of shareholders entitled to notice of and to vote at such meeting).

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

Adjournment of Shareholder Meetings

Our LLC Agreement provides that any shareholders meeting may be adjourned from time to time by the chairman of the meeting, to be reconvened at the same or some other place. No business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. Notice is not required to be given of such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.

Cayman Takeover CodeVoting

Our LLC Agreement provides that, except (i) with respect to the right of Class B Majority Shareholders to appoint and Substantial Acquisition Rules

Becauseremove the Company is not listedDesignated Directors and (ii) with respect to certain amendments to our LLC Agreement, each as described below, the holders of Class A Common Shares and Class B Common Shares vote together as a single class on the Cayman Islands Stock Exchange, the Cayman Takeover Code and associated substantial acquisition rules do not applyall matters on which holders of common shares are entitled to us.

As a mattervote. Preferred shares (and any additional class of general corporate law, the directors of a Cayman exempted company are required to act in good faith in what they reasonably consider tocommon shares) will have such voting rights (if any) as shall be specifically set forth in the best interestsapplicable Share Designation.

Approval of any matter by holders of common shares will require the affirmative vote of holders of Class A Common Shares and Class B Common Shares, voting together as a single class, either (A) at a meeting of shareholders at which a quorum is present, by a majority of the company. Any exercisevotes cast or (B) by the Board of the authority conferred upon itaction by our amended and restated memorandum and articles of association will be subject to this fiduciary standard.

Corporate Governance

Our directors have certain statutory and fiduciary duties. All of the directors have equal and overall responsibility for our management (although directors who also serve as employees will have additional responsibilities and duties arising under their employment agreements and may be expected to have a more intimate understanding of the company’s day to day activities that wouldnon-executive directors).

At common law, a director has a fiduciary duty to act in good faith in what the director considers to be the interests of the company, and of exercising due care and skill. In addition, directors are subject to statutory duties and duties under our amended and restated memorandum and articles of association to ensure the maintenance of proper books of account, the maintenance of certain registers and the making of certain filings, as well as the disclosure of personal interests.

Particular duties also apply to directors of insolvent companies (for example, a director may be held to have breached his fiduciary duties where he is found to have conducted a company’s business while insolvent, without due regard to the interests of its creditors).

Liquidation; Rights upon Liquidation

We benefit from perpetual succession, meaning that we will continue our existence indefinitely unless dissolved or wound up by special resolutionconsent of the shareholders, onby a voluntary basis,majority of the voting power represented by all outstanding Class A Common Shares and Class B Common Shares, in each case, (A) and (B), with the holders of Class A Common Shares entitled to cast 1 vote for each Class A Common Share held by them and holders of Class B Common Shares entitled to cast 10 votes for each Class B Common Share held by them (such approval, “Common Shareholder Approval”), except (i) to the extent that Nasdaq rules (or other applicable law or on applicationstock exchange rules) require approval by a greater percentage of shares and (ii) with respect to certain amendments to our LLC Agreement, as described below. In the case of a creditortie on any vote of shareholders, the chairman of the meeting will have the right to cast the deciding vote.

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

The rightsSupermajority Voting

Our LLC Agreement requires supermajority approval of the shareholders to call a returnspecial meeting, as described above. All other matters requiring shareholder approval must be approved by Common Shareholder Approval, except to the extent set forth in “Amendment of Governing Documents” below.

Amendment of Governing Documents

Our LLC Agreement provides that amendments thereto may be proposed only by the Board (except to the extent provided otherwise in any Share Designation), and that the Board will have no duty or obligation whatsoever, at any time, to propose any amendment to our LLC Agreement. If any shareholder or other person requests any amendment to our LLC Agreement, the Board may decline to do so, free of any duty or obligation whatsoever to the Company or any shareholder or other person.

The Board, without the approval of any shareholder or any other person, may as a general matter amend any provision of our assets on dissolutionLLC Agreement, except that:

Variation of Rights Attaching to a Class or Series of Shares

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

Information Rights

Our LLC Agreement provides that the shareholders’ rights to information are limited to such information as shall be filed by us with the SEC or included in any annual report or other communications from time to time. The holders of preference shares, if any, in particular,time, and such tax information (if any) we may send to our shareholders, and no shareholder shall have the right to priority over ordinaryobtain or access any other shareholders ininformation, including any books and records, of us (or our subsidiaries).

Each shareholder (other than a dissolution or winding up of us. If our amended and restated memorandum and articles of association and terms of issue of our shares contain no specific provisions in respect of a dissolution or winding up then, subjectClass B Majority Shareholder) agrees to maintain the shareholder priorities and the rightsconfidentiality of any creditors, the assets will be distributednon-public information provided to shareholderssuch shareholder by or on behalf of us relating to us or our affiliates; provided that such shareholder may disclose any such information in proportion to the capitalpaid-up, or credited as paid up, on thecertain limited instances.

Sinking Fund

Our common shares held at the commencement of the winding up. Our amended and restated memorandum and articles of association provides that our ordinary shareholders are entitled to participate in a winding up, and the method by which the property will be divided shall be determined by the liquidator, subject to a special resolution by the shareholders, but such rights by ordinary shareholders to participate may be subject to the rights of any preference shareholders to participate under the terms of any series or class of preference shares.

Dissolution; Rights upon Liquidation

Pursuant to our LLC Agreement, we may be dissolved only upon the approval of the Board or if we cease to have any shareholders. Each shareholder will be deemed to have waived any and all right to seek judicial dissolution of us pursuant to Section 18-802 of the DLLCA or otherwise.

Upon any such dissolution, we will be wound up and our assets will be distributed (a) to our creditors, including shareholders and directors who are creditors, (b) to the shareholders and former shareholders in satisfaction of liabilities for distributions and (c) to the shareholders, in proportion to the number of shares held by them.

Enforcement of Civil Judgments Rendered by Foreign Courts

Pursuant to the Delaware Uniform Foreign-Country Money Judgments Recognition Act (Chapter 48, Title 10 of the Delaware Code) (the “UFCMJRA”), where a “foreign country judgment” (as defined in the UFCMJRA) grants or denies recover of a sum of money that, under the law of the foreign country where such judgment rendered, is final, conclusive and enforceable, a Delaware court will recognize such judgment except in in certain limited instances as set forth in the UFCMJRA and under common law.

DESCRIPTION OF THE DEPOSITARY SHARES

General

We may offer depositary shares, each representing a specified fraction of a share of a particular series of preferred shares. Depositary receipts evidencing depositary shares will be issued to those persons purchasing the fractional shares of the related preferred shares.

The shares of any class or series of preferred shares represented by depositary shares will be deposited under a deposit agreement among Global Indemnity, a depositary selected by Global Indemnity and the holders of the depositary receipts, whom we refer to in this section as owners. Subject to the terms of the deposit agreement, each owner will be entitled to all the rights and preferences of the preferred shares represented by the depositary share in proportion to the fraction of a preferred share represented by the depositary share, including dividend, voting, redemption and liquidation rights.

Dividends and Other Distributions

The depositary will distribute all cash dividends or other distributions received on the related preferred shares to the owners in proportion to the number of depositary shares owned. In the event of a distribution other than in cash, the depositary will distribute property received by it to the owners, unless the depositary determines that it is not feasible to make the distribution, in which case the depositary may, with our approval, sell the property and distribute the net proceeds from the sale to the owners.

Withdrawal of Shares

Upon surrender of the depositary receipts, unless the related depositary shares have previously been called for redemption, the owner is entitled to delivery of the number of whole shares of the related preferred shares and any money or other property represented by his depositary shares. Holders of the whole preferred shares will not be entitled to exchange the preferred shares for depositary shares. If the delivered depositary receipts evidence a number of depositary shares in excess of the number of whole preferred shares to be withdrawn, the depositary will deliver to the owner a new depositary receipt evidencing this excess number at the same time. In no event will fractional preferred shares be delivered upon surrender of depositary receipts.

Redemption of Depositary Shares

Whenever we redeem preferred shares held by the depositary, the depositary will redeem the number of depositary shares representing the related preferred shares. The redemption price per depositary share will be equal to the applicable fraction of the redemption price per preferred share. If less than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as may be determined by the depositary or us.

Voting the Preferred Shares

Upon receipt of notice of any meeting at which the holders of the preferred shares are entitled to vote, the depositary will mail the information contained in the notice to the record owners of the depositary shares. Each record owner on the record date, which will be the same as the record date for the preferred shares, may instruct the depositary how to exercise its voting rights pertaining to the preferred shares represented by the owner’s depositary shares. The depositary will endeavor, insofar as practicable, to vote the number of the preferred shares represented by these depositary shares in accordance with the instructions, and we will agree to take all action which the depositary deems necessary in order to enable the depositary to do so. The depositary will not vote preferred shares if it does not receive specific instructions from the record owners.

DESCRIPTION OF THE DEBT SECURITIES

The following description sets forth the material terms and provisions of the debt securities.

On August 28, 2020, in connection with the merger of Global Indemnity Limited with and into New Cayco, each of Global Indemnity Limited, as successor to Global Indemnity plc, an Irish public limited company, GBLI Holdings, as co-obligor (in such capacity, and for purposes of this section captioned “Description of the Debt Securities”, the “Co-Obligor”), New CayCo, Wells Fargo Bank, National Association, as trustee (the “Original Trustee”), and U.S. Bank National Association, as series trustee of the 7.875% Subordinated Notes due 2047 (the “Series Trustee” and, together with the Original Trustee, the “Trustees”) entered into a Fourth Supplemental Indenture, dated as of August 28, 2020 (the “Fourth Supplemental Indenture”), to the base Indenture, dated as of August 12, 2015 (as supplemented, the “Indenture”). Pursuant to the Fourth Supplemental Indenture, New CayCo expressly assumed the obligations of Global Indemnity Limited under the Indenture, including the obligations of Global Indemnity Limited under the outstanding 2047 Notes issued pursuant to such Indenture.

On August 28, 2020, in connection with the merger of New Cayco with and into Global Indemnity Group, LLC, each of New CayCo, the Co-Obligor, Global Indemnity Group, LLC and the Trustees entered into a Fifth Supplemental Indenture, dated as of August 28, 2020 (the “Fifth Supplemental Indenture”).

The debt securities will be issued from time to time under an indenture to be entered into among the Company and GIGI, asco-obligors, and one or more financial institutions to be qualified under the Trust Indenture Act of 1939 to act as trustee (the “trustee”), the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part (as amended from time to time, the “indenture”).Indenture. The specific terms applicable to a particular issuance of debt securities and any variations from the terms set forth below will be set forth in the applicable prospectus supplement.

The following is a summary of the material terms and provisions of the indentureIndenture and the debt securities and is qualified in its entirety by the provisions of the indenture.Indenture. You should refer to the indentureIndenture and the form of debt security for complete information regarding the terms and provisions of the indentureIndenture and the debt securities.

General

The indentureIndenture does not limit the aggregate principal amount of debt securities that may be issued. Debt securities may be issued under the indentureIndenture from time to time in one or more series. The indentureIndenture does not limit the amount of other indebtedness, or debt securities other than secured indebtedness, which the Company, GIGIthe Co-Obligor or their respective subsidiaries may issue.

Unless otherwise provided in a prospectus supplement, the debt securities will be the unsecured obligations of the Company and GIGI,the Co-Obligor, on a joint and several basis, and will rank equally with all other unsecured and unsubordinated indebtedness of the Company and GIGI.the Co-Obligor.

The specific terms of each series of debt securities will be set forth in the applicable prospectus supplement relating thereto, including the following, as applicable:

If the applicable prospectus supplement provides, the debt securities may be issued at a discount below their principal amount and provide for less than the entire principal amount thereof to be payable upon declaration of acceleration of the maturity thereof. In such cases, the special U.S. federal income tax considerations applicable to such discounted securities will be described in the applicable prospectus supplement.

Except as may be set forth in the applicable prospectus supplement, the debt securities will not contain any provisions that would limit our ability to incur indebtedness or that would afford holders of debt securities protection from transactions involving us, including a highly leveraged transaction involving us or a change in control. The applicable prospectus supplement will contain information with respect to any additions to the events of default or covenants described below, including any addition of a covenant or other provision providing event risk or similar protection.

Denomination, Interest, Registration and Transfer

Debt securities of each series will be issued only in registered form, without coupons, in minimum denominations of $2,000 and increments of $1,000 in excess thereof, or in such other currencies or denominations as may be set forth in the applicable supplemental indenture or specified in, or pursuant to, an authorizing resolution, if any, relating to such series of debt securities.

If the applicable prospectus supplement provides, the debt securities may be issued at a discount below their principal amount and provide for less than the entire principal amount thereof to be payable upon declaration of acceleration of the maturity thereof. In such cases, the special U.S. federal income tax considerations applicable to such discounted securities will be described in the applicable prospectus supplement.

Except as may be set forth in the applicable prospectus supplement, the debt securities will not contain any provisions that would limit our ability to incur indebtedness or that would afford holders of debt securities protection from transactions involving us, including a highly leveraged transaction involving us or a change in control. The applicable prospectus supplement will contain information with respect to any additions to the events of default or covenants described below, including any addition of a covenant or other provision providing event risk or similar protection.

Denomination, Interest, Registration and Transfer

Debt securities of each series will be issued only in registered form, without coupons, in minimum denominations of $2,000 and increments of $1,000 in excess thereof, or in such other currencies or denominations as may be set forth in the applicable supplemental indenture or specified in, or pursuant to, an authorizing resolution, if any, relating to such series of debt securities.

Neither the Company nor GIGIthe Co-Obligor may (1) 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, (2) permit any person to consolidate with or merge into the Company or GIGIthe Co-Obligor or (3) permit any person to convey, transfer, sell or lease that person’s properties and assets substantially as an entirety to the Company or GIGIthe Co-Obligor unless:

Senior Debt Securities

The senior debt securities will be unsecured unsubordinated obligations of the Company and GIGIthe Co-Obligor and will:

Except as otherwise set forth in the indentureIndenture or specified in an authorizing resolution, officers’ certificate and/or supplemental indenture,Indenture, if any, relating to a series of senior debt securities to be issued, there are no limitations in the indentureIndenture on the amount of additional indebtedness which may rank equal with the senior debt securities or on the amount of indebtedness, secured or otherwise, which may be incurred or preference shares which may be issued by the Company, GIGIthe Co-Obligor or their respective subsidiaries.

Subordinated Debt Securities

The subordinated debt securities will be unsecured subordinated obligations of the Company and GIGI.the Co-Obligor. Unless otherwise provided in the applicable prospectus supplement, the payment of principal of, premium, if any, or interest on and all other amounts owing in respect of the subordinated debt securities will be subordinated in right of payment to the prior payment in full in cash of principal of, interest on and all other amounts owing in respect of all senior indebtedness of the Company and/or GIGI.the Co-Obligor. Upon any payment or distribution of assets of any kind or character, whether in cash, property or securities, to creditors upon any total or partial liquidation, dissolution,winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company, GIGIthe Co-Obligor or their respective property, whether voluntary or involuntary, all principal of, interest on and all other amounts due or to become due shall be paid, first, to all senior indebtedness in full in cash, or such payment duly provided for to the satisfaction of the holders of senior indebtedness, before any payment or distribution of any kind or character is made on account of any principal of, interest on or other amounts owing in respect of the subordinated debt securities, or for the acquisition of any of the subordinated debt securities for cash, property or otherwise.

If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, premium, if any, or interest on, any senior indebtedness, unless and until such default has been cured or waived or has ceased to exist or such senior indebtedness has been discharged or repaid in full, no payment of any kind or character shall be made by the Company and/or GIGIthe Co-Obligor or any other person on the Company’s or GIGI’sthe Co-Obligor’s behalf with respect to any principal of, interest on or other amounts owing in respect of the subordinated debt securities or to acquire any of the subordinated debt securities for cash, property or otherwise.

If any other event of default occurs and is continuing with respect to any senior indebtedness, as such event of default is defined in the instrument creating or evidencing such senior indebtedness, permitting the holders of such senior indebtedness then outstanding to accelerate the maturity thereof and a representative for the respective issue of senior indebtedness gives written notice of the event of default to the trustee,Trustees, then

Discharge and Defeasance

Under the terms of the indenture,Indenture, the Company and GIGIthe Co-Obligor will be discharged from any and all obligations in respect of the debt securities of any series and the indentureIndenture (except in each case for certain obligations to register the transfer or exchange of debt securities, replace stolen, lost or mutilated debt security certificates or other title documents, maintain paying agencies and hold moneys for payment in trust) if:

In addition, unless the applicable prospectus supplement and authorizing resolution, officers’ certificate or supplemental indentureIndenture provide otherwise, the Company and GIGIthe Co-Obligor may elect either (1) to defease and be discharged from any and all obligations with respect to such debt securities (“defeasance”defeasance”) or (2) to be released from its obligations with respect to such debt securities under certain covenants in the indenture,Indenture, and any omission to comply with such obligations will not constitute a default or an event of default with respect to such debt securities (“covenant defeasance”defeasance”):

If the Company and GIGIthe Co-Obligor effect covenant defeasance with respect to any debt securities and such debt securities are declared due and payable because of the occurrence of any event of default, other than an event of default with respect to any covenant as to which there has been covenant defeasance, then the U.S. government obligations on deposit with the trusteeTrustees will be sufficient to pay amounts due on such debt securities at the time of the stated maturity but may not be sufficient to pay amounts due on such debt securities at the time of the acceleration resulting from such event of default.

Modification and Waiver

The Company, GIGIthe Co-Obligor and the trusteeTrustees may modify, amend and/or supplement the indentureIndenture and the applicable debt securities with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of all series affected thereby (voting as a single class);provided, however, that such modification, amendment or supplement may not, without the consent of each holder of the debt securities affected thereby:

Additional or different events of default, if any, applicable to the series of debt securities in respect of which this prospectus is being delivered will be specified in the applicable prospectus supplement.

The trusteeTrustees under the indentureIndenture shall, within 90 days after the occurrence of any default (the term “default” to include the events specified above without grace or notice) with respect to any series of debt securities actually known to it, give to the holders of such debt securities notice of such default; provided, however, that, except in the case of a default in the payment of principal of or interest on any of the debt securities of such series or in the payment of a sinking fund installment, the trusteeTrustees for such series shall be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interest of the holders of such debt securities; and provided, further, that in the case of any default of the character specified in the second bullet above with respect to debt securities of such series, no such notice to holders of such debt securities will be given until at least 30 days after the occurrence thereof. The Company and GIGIthe Co-Obligor shall certify to the trusteeTrustees annually as to whether any default exists.

If an event of default, other than an event of default resulting from bankruptcy, insolvency or reorganization, with respect to any series of debt securities shall occur and be continuing, the trusteeTrustees for such series or the holders of at least 25% in aggregate principal amount of the debt securities of such series then outstanding, by notice in writing to the Company and GIGIthe Co-Obligor (and to the trusteeTrustees for such series if given by the holders of the debt securities of such series), will be entitled to declare all unpaid principal of and accrued interest on such debt securities then outstanding to be due and payable immediately.

If an event of default resulting from certain events of bankruptcy, insolvency or reorganization, all unpaid principal of and accrued interest on all debt securities of such series then outstanding shall be due and payable immediately without any declaration or other act on the part of the trusteeTrustees for such series or the holders of any debt securities of such series.

Such acceleration may be annulled and past defaults (except, unless theretofore cured, a default in payment of principal of or interest on the debt securities of such series) may be waived by the holders of a majority in principal amount of the debt securities of such series then outstanding upon the conditions provided in the indenture.Indenture.

New York Law to Govern

The indentureIndenture and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York.

The indentureIndenture will provide that the Company, GIGIthe Co-Obligor and the trusteeTrustees will irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to the indenture,Indenture, the debt securities or the transactions contemplated thereby.

Information Concerning the Trustee

The Company and GIGIthe Co-Obligor may, from time to time, borrow from or maintain deposit accounts and conduct other banking transactions with the trusteeTrustees and its affiliates in the ordinary course of business.

Under the indenture,Indenture, the trustee isTrustees are required to transmit a report to all holders if there is any change regarding its eligibility and qualifications as trusteeTrustees under the indentureIndenture and related matters.

The Class A ordinary sharesCommon Shares or preferred shares issuable upon exercise of the stock warrants will, when issued in accordance with the stock warrant agreement, be fully paid andnon-assessable. This means that the shares will be paid for in full at the time they are issued, and, once they are paid for in full, there will be no further liability for further assessments or taxation.

Exercise of Stock Warrants

You may exercise your stock warrants by surrendering to the stock warrant agent your stock warrant certificate with the form of election to purchase on the reverse of the certificate properly completed and executed by you, or your authorized agent, which signature must be guaranteed by a bank or trust company, by a broker or dealer which is a member of the Financial Industry Regulatory Authority, Inc., which we refer

No Rights as Shareholders

You will not be entitled, by virtue of being a stock warrant holder, to vote, to consent, to receive dividends, to receive notice as shareholders with respect to any meeting of shareholders for the election of our directors or any other matter, or to exercise any rights whatsoever as shareholders of Global Indemnity in respect of the stock warrant.

DESCRIPTION OF STOCK PURCHASE

CONTRACTS AND STOCK PURCHASE UNITS

We may issue stock purchase contracts representing contracts obligating youfor the purchase or sale of common shares, preferred shares or debt securities issued by us or by third parties as specified in the applicable prospectus supplement. Each purchase contract will entitle the holder thereof to purchase from us,or sell, and obligatingobligate us to sell to you,or purchase on specified dates, such securities at a specified numberpurchase price, which may be based on a formula, all as set forth in the applicable prospectus supplement. We may, however, satisfy our obligations, if any, with respect to any purchase contract by delivering the cash value of ordinary shares atsuch purchase contract or the cash value of the securities otherwise deliverable, as set forth in the applicable prospectus supplement. The applicable prospectus supplement will also specify the methods by which the holders may purchase or sell such securities, and any acceleration, cancellation, or termination provisions or other provisions relating to the settlement of a future date or dates.purchase contract. The price per ordinary sharesecurity and the number of securities may be fixed at the time the stock purchase contracts are issuedentered into or may be determined by reference to a specific formula set forth in the stockapplicable purchase contracts.

The stock purchase contracts may be issued separately or as a part of stock purchase units consisting of a stock purchase contract and as security for your obligations to purchase the ordinary shares under the stock purchase contracts, either:

The stock purchase contracts may require holders to secure their obligations under the purchase contracts in a specified manner. The purchase contracts also may require us to make periodic payments to youthe holders of the purchase contracts or the purchase units, as the case may be, or vice versa, and thesethose payments may be unsecured orpre-funded on some basis.

The stockprospectus supplement relating to any purchase contracts may require you to secure your obligations in a specified manner, and, in some circumstances,or purchase units we may deliver newly issued prepaid stock purchase contracts upon release to you of any collateral securing your obligations under the original stock purchase contract.

The applicable prospectus supplementoffer will describecontain the specific terms of any stockthe purchase contracts or stock purchase units and, if applicable, prepaid stockunits. These terms may include the following:

The description in the applicable prospectus supplement of any purchase contract or purchase unit we offer will not purport tonecessarily be complete and will be qualified in its entirety by reference to:

The applicable prospectus supplement will set forth the specific terms of the offering of the offered securities, including:

The distribution of the offered securities may be effected from time to time:

Offers to purchase offered securities may be solicited by agents designated by us from time to time. Any agent involved in the offer or sale of the offered securities in respect of which this prospectus is delivered will be named, and any commissions payable by us to the agent will be set forth, in the applicable prospectus supplement. Unless otherwise set forth in the applicable prospectus supplement, any agent will be acting on a reasonable best efforts basis for the period of its appointment. Any agent may be deemed to be an underwriter, as that term is defined in the Securities Act, of the offered securities so offered and sold.

If offered securities are sold to the public by means of an underwritten offering, either through underwriting syndicates represented by managing underwriters or directly by the managing underwriters, we will execute an underwriting agreement with an underwriter or underwriters, and the names of the specific managing underwriter or underwriters, as well as any other underwriters, will be set forth in the applicable prospectus supplement. In addition, the terms of the transaction, including commissions, discounts and any

If a dealer is utilized in the sales of offered securities, we will sell the offered securities to the dealer as principal. The dealer may then resell the offered securities to the public at varying prices to be determined by the dealer at the time of resale. Any dealer may be deemed to be an underwriter of the offered securities so offered and sold. The name of the dealer and the terms of the transaction will be set forth in the applicable prospectus supplement.

Offers to purchase offered securities may be solicited directly by us, and the sale of the offered securities may be made by us directly to institutional investors or others with respect to any resale of the offered securities. The terms of any of these sales will be described in the applicable prospectus supplement.

Offered securities may also be offered and sold upon the exercise of rights to be granted by us on a pro rata basis to all of our existing security holders of the class of offered securities to which the rights attach. The rights would be issued by us without consideration and may or may not be transferable by the persons receiving the rights. In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights offering.

Offered securities may also be offered and sold in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise by one or more remarketing firms acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreements, if any, with us will be described in the applicable prospectus supplement. Remarketing firms may be deemed to be underwriters in connection with the offered securities remarketed by them.

EXPERTS

The consolidated financial statements of Global Indemnity LimitedGroup, LLC appearing in ourGlobal Indemnity Group, LLC’s Annual Report (Form10-K) for the year ended December 31, 20172020 (including schedules appearing therein), and the effectiveness of Global Indemnity Limited’sGroup, LLC’s internal control over financial reporting as of December 31, 20172020 have been audited by Ernst & Young LLP, our independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements (and schedules) are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

ENFORCEABILITY OF CIVIL LIABILITIES UNDER UNITED STATES

FEDERAL SECURITIES LAWS AND OTHER MATTERS

We are an exempted company incorporated in the Cayman Islands. We were incorporated in the Cayman Islands in order to enjoy certain benefits, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of exchange control or currency restrictions, and the availability of professional and support services. However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include a less developed body of Cayman Islands securities laws that provide significantly less protection to investors as compared to the laws of the United States, and the potential lack of standing by Cayman Islands companies to sue before the federal courts of the United States.

Notwithstanding the statements in the preceding paragraphs, no document, report or exhibit (or portion of any of the foregoing) or any other information that we have “furnished” or may in the future “furnish” to the SEC pursuant to the Exchange Act shall be incorporated by reference into this prospectus.

We hereby undertake to provide to each person, including any beneficial owner, to whom this prospectus is delivered, at no cost upon his or her written or oral request, a copy of any of the documents that are incorporated by reference in this prospectus, other than exhibits to such documents that are not specifically incorporated by reference into such documents. You may request such documents by contacting us at:

Global Indemnity LimitedGroup, LLC

Investor RelationsThree Bala Plaza East, Suite 300

Attn: Walkers Corporate Limited

Cayman Corporate Centre

27 Hospital Road

George Town, Grand Cayman

KY1-9008

Telephone: +1345 814 7600Bala Cynwyd, PA 19004 USA

Email: info@globalindemnity.ky

$500,000,000

GLOBAL INDEMNITY LIMITED

A Ordinary Shares, B Ordinary Shares, Preferred Shares, Depositary Shares, Debt Securities,

Warrants to Purchase A Ordinary Shares,

Warrants to Purchase Preferred Shares,

Warrants to Purchase Debt Securities, Stock Purchase Contracts and

Stock Purchase Units

GLOBAL INDEMNITY GROUP, INC.

Debt Securities

PROSPECTUS

2018

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Other thanThe following table sets forth the SEC registration fee, the following is an estimate, subject to future contingencies, of theestimated expenses to be incurredpayable by the registrant,us in connection with the issuancesale and distribution of the securities being registered.registered hereby.

Cayman Islands law doesGlobal Indemnity is a Delaware limited liability company. Section 18-108 of the DLLCA provides that, subject to the standards and restrictions set forth in its limited liability company agreement, a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Our LLC Agreement provides that each of our current or former directors (including, for the avoidance of doubt, each Designated Director (as defined in our LLC Agreement) and executive officers (and each current and former director and executive officer of our predecessors (collectively, “Indemnified Persons”) shall be indemnified to the fullest extent permitted by the DLLCA, against all losses (including expenses) incurred by such Indemnified Persons in connection with any claims involving such Indemnified Persons in their capacity as Indemnified Persons (“Indemnified Claims”); provided, that Indemnified Claims will not limitinclude claims brought (i) by such Indemnified Person, unless such claim was authorized by the extentBoard or is brought to which a company’s articlesenforce such Indemnified Person’s rights to indemnification under our LLC Agreement, or (ii) by the Company against such Indemnified Person with the prior approval of association may providethe Board. Notwithstanding the foregoing, Indemnified Persons (i) will not be entitled to indemnification of officersfor any claim (including Indemnified Claims) if and directors, except to the extent anythat there has been a final, non-appealable determination that such provision mayIndemnified Person engaged in Fraud (as defined in our LLC Agreement) with respect to such claim and (ii) will be heldentitled to indemnification with respect to claims brought by or against such Indemnified Persons that are not Indemnified Claims if they are successful on the Cayman Islands courtsmerits with respect to such claims pursuant to a final, non-appealable determination.

Indemnified Persons will be contraryentitled, under our LLC Agreement, to public policy, such as providing indemnification against civil fraud or the consequencesadvancement of committing a crime. Our amended and restated memorandum and articles of association provides that each officer or director shall be indemnified out of assets of our company against all actions, proceedings, costs, charges, expenses losses, damages or liabilities incurred or sustained by such directors or officers, other than by reason of such person’s willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.

In addition, we have previously entered into and intend to enter into new agreements to indemnify our directors and executive officers. These agreements will, among other things, indemnify such directors and executive officers against certain liabilities and expenses incurred by such personsattorneys’ fees) in connection with claims madeany Indemnified Claims prior to the resolution thereof upon the receipt by reasonus of their beingan undertaking by or on behalf of such a director or executive officer.Indemnified Persons to repay such amount if it ultimately shall be determined that the Indemnified Persons are not entitled to be indemnified.

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(a) The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)

provided,however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrantregistrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

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(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.Provided,however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Bala Cynwyd, State of Pennsylvania, on this 1st30th day of August, 2018.July, 2021.

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Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers and directors of the registrant hereby constitutes and appoints Thomas M. McGeehan and Stephen W. Ries, and each of them, acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statementregistration statement on FormS-3 and power of attorney havehas been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Bala Cynwyd, State of Pennsylvania, on this 1^st30th day of August, 2018.July, 2021.

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Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers and directors of the registrant hereby constitutes and appoints Thomas M. McGeehan and Stephen W. Ries, and each of them, acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statementregistration statement on FormS-3 and power of attorney havehas been signed by the following persons in the capacities and on the dates indicated.

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