UNDERWRITING AGREEMENT between TIBERIUS ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. Dated: March 15, 2018Underwriting Agreement • March 21st, 2018 • Tiberius Acquisition Corp • Blank checks • New York
The undersigned, Tiberius Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENT between TIBERIUS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 7th, 2018 • Tiberius Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [___], 2018, is by and between Tiberius Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
Tiberius Acquisition Corporation c/o Sigma Capital Partners, New York, NY 10022Tiberius Acquisition Corp • February 20th, 2018 • Blank checks • New York
We are pleased to accept the offer Lagniappe Ventures LLC (the “Subscriber” or “you”) has made to purchase 4,312,500 shares of common stock (the “Shares”), par value $0.0001 per share (the “Common Stock”), up to 562,500 of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Tiberius Acquisition Corporation, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • March 7th, 2018 • Tiberius Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2018, by and between Tiberius Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
Tiberius Acquisition Corporation Metairie, LA 70002 Re: Initial Public Offering Gentlemen:Letter Agreement • March 21st, 2018 • Tiberius Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Tiberius Acquisition Corporation, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2018 • Tiberius Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 15, 2018, is made and entered into by and among Tiberius Acquisition Corporation, a Delaware corporation (the “Company”), Lagniappe Ventures LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 20th, 2018 • Tiberius Acquisition Corp • Blank checks • Delaware
THIS AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of February 14, 2018 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Tiberius Acquisition Corporation, a Delaware corporation (the “Company”), and Lagniappe Ventures LLC, a Delaware limited liability company (the “Purchaser”).
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 17th, 2019 • Tiberius Acquisition Corp • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of October 10, 2019 by and among (i) Tiberius Acquisition Corporation, a Delaware corporation (together with its successors, “Purchaser”), (ii) Lagniappe Ventures LLC, a Delaware limited liability company, in the capacity as the representative from and after the Closing (as defined below) for the stockholders of Purchaser (other than the Sellers (as defined below)) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iii) upon execution of a joinder hereto, a to-be-formed Bermuda exempted company (“Pubco”), (iv) upon execution of a joinder hereto, a to-be-formed Delaware corporation and wholly-owned subsidiary of Pubco (“Merger Sub”), (v) International General Insurance Holdings Ltd., a company organized under the laws of the Dubai International Financial Centre (the “Company”), and (vi) Wasef Jabsheh, in the capacity as the representative for the Sellers in ac
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 17th, 2019 • Tiberius Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], by and among (i) [Pubco,] a Bermuda exempted company (including any successor entity thereto “Pubco”), (ii) Lagniappe Ventures LLC, a Delaware limited liability company, in the capacity under the Business Combination Agreement (defined below) as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) the undersigned parties listed as “Investors” on the signature page hereto (together with permitted assigns, each, an “Investor” and collectively, the “Investors”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 17th, 2019 • Tiberius Acquisition Corp • Blank checks • New York
This Share Exchange Agreement (this “Exchange Agreement”) is made and entered into effective as of October 10, 2019 by and among (i) International General Insurance Holdings Ltd., a company organized under the laws of the Dubai International Financial Centre (the “Company”), (ii) Tiberius Acquisition Corporation, a Delaware corporation (together with its successors, “Purchaser”), (iii) the undersigned shareholder of the Company (“Seller” and, collectively with other shareholders of the Company who enter into a share exchange agreement in substantially the form of this Exchange Agreement, the “Sellers”), (iv) Wasef Jabsheh, in the capacity as the Seller Representative under the Business Combination Agreement (the “Seller Representative”), and (v) upon execution and delivery of a Joinder Agreement (as defined below) in substantially the form attached as Exhibit A hereto, Pubco (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 17th, 2019 • Tiberius Acquisition Corp • Blank checks • New York
In connection with the contemplated business combination (the “Transaction”) among Tiberius Acquisition Corporation, a Delaware corporation (together with any successor, the “Company”), and International General Insurance Holdings Ltd., a company organized under the laws of the Dubai International Financial Centre (“Target”), and certain other parties, which Transaction will be consummated in accordance with a binding definitive agreement entered into among the Company, the Target and certain other parties, dated as of October 10, 2019 (the “Transaction Agreement”), the Company is seeking commitments to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for a purchase price of $10.20 per share (the “Purchase Price”). The Company is offering shares of Common Stock in a private placement (the “Offering”) in which the Company expects to sell and issue a number of shares of Common Stock pursuant to subscription agreements on substantially the s
LOCK-UP AGREEMENTLock-Up Agreement • October 17th, 2019 • Tiberius Acquisition Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of October 10, 2019, by and among (i) Lagniappe Ventures LLC, a Delaware limited liability company, in the capacity under the Business Combination Agreement (as defined below) as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance with the Business Combination Agreement, the “Purchaser Representative”), (ii) the undersigned (“Holder”) and (iii) upon execution and delivery of a Joinder Agreement (as defined below) in substantially the form attached as Exhibit A hereto, Pubco (as defined below). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 21st, 2018 • Tiberius Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 15, 2018, by and between Tiberius Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Lagniappe Ventures LLC 3601 N. Interstate 10 Service Rd. W. Metairie, LA 70002, U.S.A.Business Combination Agreement • February 19th, 2020 • Tiberius Acquisition Corp • Insurance agents, brokers & service
Reference is hereby made to that certain Business Combination Agreement, dated as of October 10, 2019 (as amended and as it may further be amended, the “Business Combination Agreement”), by and among Tiberius Acquisition Corporation, a Delaware corporation (including any successor thereto, “Purchaser”), Lagniappe Ventures LLC, a Delaware limited liability company, solely in its capacity thereunder as the Purchaser Representative (the “Purchaser Representative”), International General Insurance Holdings Ltd., a company organized under the laws of the Dubai International Financial Centre (the “Company”), Wasef Jabsheh in his capacity thereunder as the Seller Representative (the “Seller Representative”), and, pursuant to the execution and delivery of joinders thereto, International General Insurance Holdings Ltd., a Bermuda exempted company (“Pubco”), and Tiberius Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Pubco (“Merger Sub”). Any capitalized term used but no
WARRANT AGREEMENT between TIBERIUS ACQUISITION CORPORATION andWarrant Agreement • March 21st, 2018 • Tiberius Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 15, 2018, is by and between Tiberius Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
Tiberius Acquisition Corp. Metairie, LA 70002 Re: Initial Public Offering Gentlemen:Letter Agreement • March 7th, 2018 • Tiberius Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Tiberius Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and p
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 7th, 2018 • Tiberius Acquisition Corp • Blank checks • New York
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTFirst Amendment • February 19th, 2020 • Tiberius Acquisition Corp • Insurance agents, brokers & service
This First Amendment (this “First Amendment”) to Business Combination Agreement is made and entered into effective as of February 12, 2020, by and among (i) Tiberius Acquisition Corporation, a Delaware corporation (including any successor thereto, “Purchaser”), (ii) Lagniappe Ventures LLC, a Delaware limited liability company (the “Sponsor”), solely in its capacity under the Business Combination Agreement (as defined below) as the Purchaser Representative (the “Purchaser Representative”), (iii) International General Insurance Holdings Ltd., a company organized under the laws of the Dubai International Financial Centre (the “Company”), (iv) Wasef Jabsheh in his capacity under the Business Combination Agreement as the Seller Representative (the “Seller Representative”), (v) International General Insurance Holdings Ltd., a Bermuda exempted company (“Pubco”), and (vi) Tiberius Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Pubco (“Merger Sub”). Any capitalized term
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • January 26th, 2016 • Tiberius Acquisition Corp • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of January 7, 2015 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Tiberius Acquisition Corporation, a Delaware corporation (the “Company”), and Lagniappe Ventures LLC, a Delaware limited liability company (the “Purchaser”).
TIBERIUS ACQUISITION CORPORATIONTiberius Acquisition Corp • March 21st, 2018 • Blank checks • New York
This letter agreement by and between Tiberius Acquisition Corporation (the “Company”) and Lagniappe Ventures LLC (“Lagniappe”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Lagniappe Ventures LLCWarrant Agreement • October 17th, 2019 • Tiberius Acquisition Corp • Blank checks
Reference is hereby made to that certain Business Combination Agreement, dated as of October 10, 2019 (as it may be amended, the “Business Combination Agreement”) by and among Tiberius Acquisition Corporation, a Delaware corporation (including any successor thereto, “Purchaser”), Lagniappe Ventures LLC, a Delaware limited liability, solely in its capacity thereunder as the Purchaser Representative (the “Purchaser Representative”), International General Insurance Holdings Ltd., a company organized under the laws of the Dubai International Financial Centre (the “Company”), Wasef Jabsheh in his capacity thereunder as the Seller Representative (the “Seller Representative”), and upon the execution and delivery of joinders thereto after the date thereof, a to-be-formed Bermuda exempted company (“Pubco”) and its to-be-formed wholly-owned Delaware corporation (“Merger Sub”). Any capitalized term used but not defined herein will have the meanings ascribed thereto in the Business Combination Agr
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 17th, 2019 • Tiberius Acquisition Corp • Blank checks
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of [●], by and among (i) Tiberius Acquisition Corporation, a Delaware corporation (together with its successors, the “Company”), (ii) [Pubco], a Bermuda exempted company (“Pubco”), (iii) Lagniappe Ventures LLC, a Delaware limited liability company (“Sponsor”) and (iv) the other Holders (as defined in the Registration Rights Agreement) executing and delivering a copy of this Amendment, which other Holders, when combined with Sponsor, have at least a majority in interest of the Registrable Securities as of the date hereof. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below) (and if such term is not defined in the Registration Rights Agreement, then the Business Combination Agreement (defined below)).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • October 17th, 2019 • Tiberius Acquisition Corp • Blank checks • New York
This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is being executed and delivered as of October 10, 2019, by Wasef Jabsheh (the “Subject Party”) in favor of and for the benefit of Tiberius Acquisition Corporation, a Delaware corporation (“Purchaser”), International General Insurance Holdings Ltd., a company organized under the laws of the Dubai International Financial Centre (the “Company”), upon execution and delivery of a Joinder Agreement (as defined below) in substantially the form attached as Exhibit A hereto, Pubco (as defined below), and each of Pubco’s, Purchaser’s and/or the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with Pubco, Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
WAIVER AGREEMENTWaiver Agreement • October 17th, 2019 • Tiberius Acquisition Corp • Blank checks • New York
This WAIVER AGREEMENT (this “Agreement”) is entered into as of October 10, 2019, by and between Tiberius Acquisition Corporation, a Delaware corporation (“Tiberius”), and Weiss Multi-Strategy Advisers LLC (“Stockholder”). Tiberius and the Stockholder are sometimes referred to herein as a “Party” and collectively as the “Parties”.
Tiberius Acquisition Corporation Metairie, LA 70002, U.S.A.Underwriting Agreement • October 17th, 2019 • Tiberius Acquisition Corp • Blank checks
Reference is hereby made to that certain Underwriting Agreement, dated as of March 15, 2018 (the “Underwriting Agreement”), by and between Tiberius Acquisition Corporation, a Delaware corporation (including any successor entity, the “Company”), and Cantor Fitzgerald & Co. (“Cantor”) and the other underwriters named therein (together with Cantor, the “Underwriters”). Capitalized terms used but not otherwise defined in this amendment to the Underwriting Agreement (this “Amendment”) shall have the meanings ascribed to such terms in the Underwriting Agreement.
TIBERIUS ACQUISITION CORP.Tiberius Acquisition Corp • March 7th, 2018 • Blank checks • New York
Warrant Purchase AgreementWarrant Purchase Agreement • October 17th, 2019 • Tiberius Acquisition Corp • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 10, 2019, by and between Tiberius Acquisition Corporation, a Delaware corporation (“Tiberius”), and Church Mutual Insurance Company, a Wisconsin corporation (“Church”).
