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
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 backstop commitments through subscription agre
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.
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).
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”).
