FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 23rd, 2020 • International General Insurance Holdings Ltd. • Insurance carriers, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between International General Insurance Holdings Ltd., a Bermuda exempted company (the “Company”), and ____________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
RESTRICTED SHARES AGREEMENT PURSUANT TO THE INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD. 2020 OMNIBUS INCENTIVE PLANRestricted Shares Agreement • March 23rd, 2020 • International General Insurance Holdings Ltd. • Insurance carriers, nec • Delaware
THIS RESTRICTED SHARES AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between International General Insurance Holdings Ltd., a Bermuda exempted company (the “Company”), and the Participant specified above, pursuant to the International General Insurance Holdings Ltd. 2020 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • March 23rd, 2020 • International General Insurance Holdings Ltd. • Insurance carriers, nec • New York
THIS AMENDMENT NO. 1 TO THE WARRANT AGREEMENT (this “Amendment”) is made as of March 17, 2020, by and among Tiberius Acquisition Corp., a Delaware corporation (“Tiberius”), International General Insurance Holdings Ltd, a Bermuda exempted company (“Pubco”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTSBusiness Combination Agreement • March 23rd, 2020 • International General Insurance Holdings Ltd. • Insurance carriers, nec
On October 10, 2019, International General Insurance Holdings Limited, a company organized under the laws of the Dubai International Financial Center (“IGI”), entered into a Business Combination Agreement (as amended prior to the date hereof, the “Business Combination Agreement”) with Tiberius Acquisition Corporation, a Delaware corporation (“Tiberius”), Lagniappe Ventures LLC, a Delaware limited liability company (solely in the capacity as the Purchaser Representative), Wasef Jabsheh (solely in the capacity as the representative of the holders of IGI’s outstanding capital shares that have executed and delivered an exchange agreement (the “Sellers”)), and, pursuant to a joinder thereto, International General Insurance Holdings Ltd., a Bermuda exempted company (“Pubco”), and Tiberius Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“Merger Sub”). Pursuant to the Business Combination Agreement, on March 17, 2020 (the “Closing”), (1) Merger Sub merged with
RESTRICTED SHARE UNIT AGREEMENT PURSUANT TO THE INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD. 2020 OMNIBUS INCENTIVE PLANRestricted Share Unit Agreement • March 23rd, 2020 • International General Insurance Holdings Ltd. • Insurance carriers, nec • Delaware
THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between International General Insurance Holdings Ltd., a Bermuda exempted company (the “Company”), and the Participant specified above, pursuant to the International General Insurance Holdings Ltd. 2020 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2020 • International General Insurance Holdings Ltd. • Insurance carriers, nec
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of March 17, 2020, by and among (i) Tiberius Acquisition Corporation, a Delaware corporation (together with its successors, the “Company”), (ii) International General Insurance Holdings Ltd., 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)).
Lagniappe Ventures LLC March 16, 2020Share Transfer • March 23rd, 2020 • International General Insurance Holdings Ltd. • Insurance carriers, nec
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 (the “Sponsor”), 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 (“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 there
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2020 • International General Insurance Holdings Ltd. • Insurance carriers, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 17, 2020 by and among (i) International General Insurance Holdings Ltd., 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”).
ContractEscrow Agreement • March 23rd, 2020 • International General Insurance Holdings Ltd. • Insurance carriers, nec
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed and delivered as of the day and year first written above.
