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 [●], 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.
Lagniappe Ventures LLCSponsor Share Letter • 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
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.
