International General Insurance Holdings Ltd. (Form: 20FR12B, Received: 03/23/2020 17:01:45)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended __________________

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: March 17, 2020

Commission File Number: 001-39255

International General Insurance Holdings Ltd.
(Exact name of Registrant as specified in its charter)

Not applicable		Bermuda
(Translation of Registrant’s name into English)		(Jurisdiction of incorporation or organization)

74 Abdel Hamid Sharaf Street, P.O. Box 941428, Amman 11194, Jordan

+962 6 562 2009
(Address of principal executive offices)

Rawan Alsulaiman
74 Abdel Hamid Sharaf Street, P.O. Box 941428, Amman 11194, Jordan

+962 6 562 2009
Rawan.Alsulaiman@iginsure.com
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, $0.01 par value per share	IGIC	The Nasdaq Stock Market LLC
Warrants to purchase common shares	IGICW	The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report:

On March 17, 2020, the issuer had 48,447,306 common shares outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒
		Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

Other ☐

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐

International General Insurance Holdings Ltd.

TABLE OF CONTENTS

	Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	ii

EXPLANATORY NOTE	iii

PART I	1

Item 1. Identity of Directors, Senior Management and Advisers	1

Item 2. Offer Statistics and Expected Timetable	1

Item 3. Key Information	1

Item 4. Information on the Company	2

Item 4A. Unresolved Staff Comments	4

Item 5. Operating and Financial Review and Prospects	4

Item 6. Directors, Senior Management and Employees	4

Item 7. Major Shareholders and Related Party Transactions	5

Item 8. Financial Information	8

Item 9. The Offer and Listing	8

Item 10. Additional Information	9

Item 11. Quantitative and Qualitative Disclosures about Market Risks	11

Item 12. Description of Securities Other than Equity Securities	11

PART II	12

PART III	12

Item 17. Financial Statements	12

Item 18. Financial Statements	12

Item 19. Exhibits	12

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Shell Company Report on Form 20-F (including information incorporated by reference herein, the “Report”) contains or may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify the forward-looking statements. The risk factors and cautionary language referred to or incorporated by reference in this Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in our forward-looking statements, including, among other things, the items identified in Item 3.D of this Report and the Risk Factors section of the registration statement on Form F-4 filed with the United States Securities and Exchange Commission (the “SEC”) on December 9, 2019, as subsequently amended (the “Form F-4”), which are incorporated by reference into this Report.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements contained in this Report, or the documents to which we refer readers in this Report, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.

EXPLANATORY NOTE

On October 10, 2019, Tiberius Acquisition Corporation, a Delaware corporation (“Tiberius”), entered into the Business Combination Agreement (as amended prior to the date hereof, including by the First Amendment to the Business Combination Agreement, dated as of February 12, 2020, the “Business Combination Agreement”) with Lagniappe Ventures LLC (the “Sponsor”), a Delaware limited liability company (solely in the capacity as the Purchaser Representative) (the “Purchaser Representative”), International General Insurance Holdings Limited, a company organized under the laws of the Dubai International Financial Center (“IGI”), 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, among other matters, on March 17, 2020 (1) Merger Sub merged with and into Tiberius, with Tiberius surviving the merger and each of the former security holders of Tiberius receiving securities of Pubco (the “Merger”) and (2) all of the outstanding share capital of IGI was exchanged by the Sellers for a combination of common shares of Pubco and aggregate cash consideration of $80.0 million (the “Share Exchange” and, together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

As a result of and upon consummation of the Business Combination, each of Tiberius and IGI became a subsidiary of Pubco and Pubco became a new public company owned by the prior stockholders of Tiberius and the prior shareholders of IGI. Upon consummation of the Business Combination pursuant to the terms of the Business Combination Agreement, Pubco’s common shares and warrants to purchase common shares became listed on the Nasdaq Capital Market (“Nasdaq”). This Report is being filed in connection with the Business Combination.

Unless otherwise indicated and unless the context otherwise requires, “we,” “us,” “our” or “the Company” refers to Pubco and its subsidiaries subsequent to the Business Combination and to IGI and its subsidiaries prior to the closing of the Business Combination.

iii

PART I

Item 1. Identity of Directors, Senior Management and Advisers

A. Directors and Senior Management

Information on the directors and executive officers of the Company upon consummation of the Business Combination is set forth in the Company’s Form F-4 in the section entitled “Management of Pubco Following the Business Combination” and in the Company’s Form 6-K filed with the SEC on March 2, 2020, and is incorporated herein by reference.

The business address for each of the Company’s directors and senior management is 74 Abdel Hamid Sharaf Street, P.O. Box 941428, Amman 11194, Jordan, except for Andrew J. Poole and Michael T. Gray whose business address is 3601 N Interstate 10 Service Rd W Metairie, LA.

B. Advisors

Freshfields Bruckhaus Deringer US LLP, 601 Lexington Avenue, New York, New York 10022 has acted as U.S. securities counsel for IGI and Pubco and continues to act as U.S. securities counsel to the Company following the consummation of the Business Combination.

Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HT, United Kingdom has acted as counsel for IGI and Pubco with respect to United Kingdom law and continues to act as counsel for the Company with respect to United Kingdom law following the consummation of the Business Combination.

Freshfields Bruckhaus Deringer LLP, Al Fattan Currency House, Tower 2, 20th floor, PO Box 506 569 Dubai, United Arab Emirates has acted as counsel for IGI and Pubco with respect to United Arab Emirates law and continues to act as counsel for the Company with respect to United Arab Emirates law following the consummation of the Business Combination.

Conyers Dill & Pearman Limited, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda has acted as Bermuda counsel for Pubco and continues to act as Bermuda counsel to the Company following the consummation of the Business Combination.

C. Auditors

Ernst & Young LLP, 1 More London Place, London, SE1 2AF, United Kingdom, has and continues to act as the Company’s independent auditing firm.

Item 2. Offer Statistics and Expected Timetable

Not Applicable.

Item 3. Key Information

A. Selected Financial Data

Prior to the Business Combination, Pubco had no material assets and did not operate any business. Following and as a result of the Business Combination, all of the Company’s business is conducted through IGI. Selected financial information regarding IGI is included in the Form F-4 in the sections entitled “Selected Historical Financial Information” and “Selected Financial Information of IGI” and is incorporated herein by reference.

B. Capitalization and Indebtedness

The following table sets forth the capitalization on an unaudited, combined basis of the Company as of June 30, 2019 after giving effect to the Business Combination, reflecting that holders of 7,910,076 shares of Tiberius common stock, par value $0.0001 per share (“Tiberius common stock”), exercised their redemption rights.

As of June 30, 2019 (pro forma for Business Combination)	($) in millions
Total indebtedness	$	—
Total equity	$	344.5
Total capitalization	$	344.5

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

The risk factors associated with the Company’s business are described in the Form F-4 in the section entitled “Risk Factors” and are incorporated herein by reference.

Public health crises, illness, epidemics or pandemics could adversely impact our business, operating results and financial condition.

On January 30, 2020, the World Health Organization declared the outbreak of coronavirus (“COVID-19”) to be a public health emergency of international concern. This has resulted in increased travel restrictions and extended shutdown of certain businesses all over the world. While the effects of COVID-19 will be difficult to assess or predict, this outbreak could have a significant impact on our business. In addition, a pandemic affecting our employees, the employees of subsidiaries and reinsurers, or the employees of other companies with which we do business could disrupt our business operations. The effectiveness of external parties, including governmental and non-governmental organizations, in combating the spread and severity of such a pandemic could have a material impact on the adverse effects we experience. These events, which are beyond our control, could cause a material adverse effect on our results of operations in any period and, depending on their severity, could also materially and adversely affect our financial condition.

Recent turbulence in the financial markets due to the spread of COVID-19 may limit our ability to access the credit or equity markets. Continuation of these conditions may potentially affect (among other aspects of our business) the demand for and claims made under our policies, the ability of clients, counterparties and others to establish or maintain their relationships with us, our ability to access and efficiently use internal and external capital resources and our investment performance. If we were to decide in the future to raise capital through equity financings, the interest of our shareholders would be diluted, and the securities we issue may have rights, preferences and privileges that are senior to those of our common shares.

The effects of unforeseen developments or substantial government intervention could adversely impact our ability to attain our goals. Due to the evolving and highly uncertain nature of this global pandemic, it is currently not possible to estimate the direct or indirect impacts this outbreak may have on our business that are beyond our control. The global spread of COVID-19 could materially and adversely affect our results of operations and financial condition due to the disruptions to commerce, reduced economic activity and other unforeseen consequences of a pandemic that are beyond our control.

Item 4. Information on the Company

A. History and development of the Company

The Company’s legal and commercial name is International General Insurance Holdings Ltd. The Company was incorporated under the laws of Bermuda as an exempted company on October 28, 2019. Prior to the Business Combination, the Company owned no material assets and did not operate any business.

The address of the Company’s registered office is Clarendon House, 2 Church Street, Hamilton HM11, Bermuda. Following the consummation of the Business Combination, its principal executive office is located at 74 Abdel Hamid Sharaf Street, PO Box 941428, Amman 11194, Jordan, and its telephone number is +962 6 562 2009.

Pursuant to the Business Combination Agreement, on March 17, 2020 (1) Merger Sub merged with and into Tiberius, with Tiberius surviving the merger and each of the former security holders of Tiberius receiving substantially similar securities of Pubco and (2) all of the outstanding share capital of IGI was exchanged by the Sellers for a combination of common shares of Pubco and aggregate cash consideration of $80.0 million. As a result of and upon consummation of the Business Combination, each of Tiberius and IGI became a subsidiary of Pubco and Pubco became a new public company owned by the prior stockholders of Tiberius and the prior shareholders of IGI. Upon consummation of the Business Combination pursuant to the terms of the Business Combination Agreement, Pubco’s common shares and warrants to purchase common shares became listed on Nasdaq.

At the closing of the Business Combination, the Company issued (1) 29,759,999 common shares to former shareholders of IGI in exchange for their IGI shares and (2) 18,687,307 common shares to former stockholders of Tiberius, including (i) 9,339,924 common shares issued in exchange for public shares of Tiberius common stock that remained outstanding and not redeemed immediately prior to the closing of the Business Combination, (ii) 4,132,500 common shares issued in exchange for Tiberius founder shares, including 3,012,500 shares subject to vesting at prices ranging from $11.50 to $15.25 per share, (iii) 2,900,000 common shares issued in exchange for shares of Tiberius common stock that were issued to certain investors in a private placement pursuant to forward purchase agreements and (iv) 2,314,883 common shares issued in exchange for shares of Tiberius common stock that were issued to certain investors in a private placement. In addition, the Company issued 17,250,000 warrants, including (i) 12,750,000 warrants issued to former stockholders of Tiberius and (ii) 4,500,000 warrants that were issued in exchange for 4,000,000 Tiberius warrants transferred to Wasef Jabsheh and 500,000 Tiberius warrants transferred to Argo Re Limited (“Argo”). Immediately following the consummation of the Business Combination, the Company had outstanding 48,447,306 common shares (including 3,012,500 shares subject to vesting) and 17,250,000 warrants.

In connection with the Business Combination, (1) Tiberius stockholders exercised redemption rights with respect to 7,910,076 shares of Tiberius common stock at a price of approximately $10.43 per share, (2) Tiberius repurchased 6,000,000 warrants pursuant to two warrant purchase agreements and such warrants were subsequently cancelled, (3) the Sponsor forfeited 180,000 shares of Tiberius common stock, and (4) the Sponsor transferred 4,000,000 warrants and 1,131,148 shares of Tiberius common stock to Wasef Jabsheh and 500,000 warrants and 39,200 shares of Tiberius common stock to Argo.

Immediately prior to the consummation of the Business Combination, all of Tiberius’s outstanding units automatically separated into their component securities and were subsequently delisted from Nasdaq.

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC which is accessible at http://www.sec.gov. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. public companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm.

The Company’s website address is http://www.iginsure.com/. The information contained on our website does not form a part of, and is not incorporated by reference into, this Report.

B. Business Overview

Following and as a result of the Business Combination, all of the Company’s business is conducted through IGI and its subsidiaries. A description of the Company’s business is included in the Form F-4 in the sections entitled “Business of IGI” and “IGI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and incorporated herein by reference.

C. Organizational Structure

Upon consummation of the Business Combination, each of Tiberius and IGI became a wholly owned subsidiary of the Company. The Company’s organizational charts on pages 103 and 186 of the Form of F-4 are incorporated herein by reference.

D. Property, Plants and Equipment

The Company has its headquarters in Amman, Jordan and has offices in 4 other countries. The tables below summarize the Company’s leased properties and owned real estate interests as of December 31, 2019.

Leased Properties

		Gross Floor Area		Lease period
Country	Location	(square meter)	Use	Start	End
United Kingdom	5th Floor, Forum House, 15–18 Lime Street, London	439	London office	24 October 2019	24 May 2026
United Kingdom	6th Floor, Forum House, 15–18 Lime Street, London	376	London office	24 October 2019	24 May 2026
United Arab Emirates	Office 606, Level 6, Tower 1, Al Fattan Currency House, Dubai	170	Dubai office	20 November 2018	19 November 2021
Malaysia	29th Floor, Menara TA One Jalan P Ramlee, Kuala Lumpur	204	Malaysia office	1 July 2019	30 June 2022
Malaysia	Unit B1, Level 11 ( C ), Block 4 Office Tower, Financial Park Complex Labuan, Jalan Merdeka, Federal Territory of Labuan	7	Labuan office	16 December 2019	15 December 2020
Morocco	32–42, Bd Abdelmoumen – Residence Walili 25 – 4th Floor P.O. Box 20000 Casablanca	138	Morocco office	1 June 2019	31 May 2020

Owned Real Estate Interests

Country	Location	Ownership Interest	Gross Floor Area (square meter)	Use
Jordan	Specialty Mall building, 74 Abdel Hamid Sharaf Street, PO Box 941428, Amman 11194	100%	17,878	Commercial leasing investment
Lebanon	Golden Rock S.A.L., Beirut	32.7%	10,402	Commercial leasing investment
Lebanon	Silver Rock S.A.L., Beirut	32.7%	1,493	Commercial leasing investment
Lebanon	Star Rock S.A.L., Beirut	32.7%	1,334	Commercial leasing investment
Lebanon	Société Immobilière Nationale S.A.L., Beirut	32.7%	962	Commercial leasing investment
Jordan	34 plots, area number 4, Al Qalayed, Um Al Basateen.	100%	27,770	Land purchased for investment purposes

(1)

The Company’s headquarters is located in the Specialty Mall building.

Item 4A. Unresolved Staff Comments

None.

Item 5. Operating and Financial Review and Prospects

Following and as a result of the Business Combination, the Company’s business is conducted through IGI. The discussion and analysis of the financial condition and results of operations of IGI is included in the Form F-4 in the section entitled “IGI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which information is incorporated herein by reference.

Item 6. Directors, Senior Management and Employees

A. Directors and Senior Management

Information regarding the directors and executive officers of the Company upon the consummation of the Business Combination is included in the Form F-4 in the section entitled “Management of Pubco Following the Business Combination” and in the Company’s Form 6-K filed with the SEC on March 2, 2020. All such information is incorporated herein by reference.

B. Compensation

The executive compensation of the Company’s executive officers and directors is described in the Form F-4 in the section entitled “Executive Compensation,” which information is incorporated herein by reference.

A discussion of the 2020 Omnibus Incentive Plan is included in the Form F-4 in the section entitled “The Incentive Compensation Plan Proposal—Description of the 2020 Plan,” which is incorporated herein by reference. A copy of the 2020 Omnibus Incentive Plan is filed as an exhibit to this Report. Following the consummation of the Business Combination, the Company expects that the board of directors or the compensation committee of the Company’s board of directors will make grants of awards under the 2020 Omnibus Incentive Plan to eligible participants.

Upon the consummation of the Business Combination, we entered into indemnification agreements with our directors and executive officers. For further details please refer to Item 7.B of this Report.

C. Board Practices

Information regarding the Company’s board of directors subsequent to the Business Combination is included in the Form F-4 in the section entitled “Management of Pubco Following the Business Combination,” which information is incorporated herein by reference.

In connection with the consummation of the Business Combination, the Company’s board of directors formed an audit committee, a compensation committee and a nominating/governance committee. The members of the audit committee of the Company’s board of directors are David Anthony, David King and Wanda Mwaura. The members of the compensation committee of the Company’s board of directors are Walid Jabsheh, David Anthony and Andrew Poole. The members of the nominating/governance committee of the Company’s board of directors are Walid Jabsheh, Michael Gray and David King.

Four of the Company’s directors are “independent” directors under Nasdaq rules: David Anthony, Michael Gray, David King and Wanda Mwaura. Each of the members of the audit committee is independent under SEC and Nasdaq regulations. Wanda Mwaura serves as the audit committee financial expert (within the meaning of SEC regulations). Each of the three committees has a charter.

Prior to the consummation of the Business Combination, Wasef Jabsheh, Walid Jabsheh and Michael Gray were elected as Class III directors with terms expiring at the Company’s 2023 annual meeting, Wanda Mwaura and Andrew Poole were elected as Class II directors with terms expiring at the Company’s 2022 annual meeting, and David Anthony and David King were elected as Class I directors with terms expiring at the Company’s 2021 annual meeting.

D. Employees

Following and as a result of the Business Combination, the Company’s business is conducted through IGI. As of June 30, 2019, IGI had 228 employees. A breakdown of employees by category and geographic location is provided in the Form F-4 in the section entitled “Business of IGI—Employees,” which information is incorporated herein by reference.

E. Share Ownership

Ownership of the Company’s shares by its executive officers and directors upon consummation of the Business Combination is set forth in Item 7.A of this Report.

Item 7. Major Shareholders and Related Party Transactions

A. Major Shareholders

The following table sets forth information regarding beneficial ownership of the Company’s common shares based on 48,447,306 common shares outstanding as of March 17, 2020 (after giving effect to the closing of the Business Combination), with respect to beneficial ownership of our shares by:

●

each person known by us to be the beneficial owner of more than 5% of our outstanding shares;

●

each of our executive officers and directors; and

●

all our executive officers and directors as a group.

In accordance with SEC rules, individuals and entities below are shown as having beneficial ownership over shares they own or have the right to acquire within 60 days, as well as shares for which they have the right to vote or dispose of such shares. Also in accordance with SEC rules, for purposes of calculating percentages of beneficial ownership, shares which a person has the right to acquire within 60 days are included both in that person’s beneficial ownership as well as in the total number of shares outstanding used to calculate that person’s percentage ownership but not for purposes of calculating the percentage for other persons.

Except as indicated by the footnotes below, we believe that the persons named below have sole voting and dispositive power with respect to all common shares that they beneficially own. The shares owned by the persons named below do not have voting rights different from the shares owned by other holders. We believe that, as of March 17, 2020, approximately 36% of our common shares are owned by 22 record holders in the United States of America.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percentage of Outstanding Shares(1)
Directors and Executive Officers
Wasef Salim Jabsheh(2)		17,462,974		33.3	%
Walid Wasef Jabsheh(3)		265,616		0.5	%
Hatem Wasef Jabsheh(4)		237,916		0.5	%
Pervez Rizvi		—		—
Andreas Loucaides		—		—
Michael T. Gray(5)		3,309,152		6.8	%
Andrew J. Poole(6)		—		—
David Anthony		—		—
David King		—		—
Wanda Mwaura		—		—
All directors and executive officers post-Business Combination as a group (ten individuals)(7)		21,275,658		41.1	%

Five Percent or Greater Shareholders
Oman International Development & Investment Company SAOG(8)		6,944,538		14.3	%
Argo Re Limited(9)		5,064,632		10.3	%
Lagniappe Ventures LLC(5)		3,309,152		6.8	%
Church Mutual Insurance Company		3,300,000		6.8	%

(1)

Based on 48,447,306 common shares of the Company outstanding immediately after the closing of the Business Combination, which reflects: (i) the redemption of 7,910,076 shares of Tiberius common stock by Tiberius stockholders in connection with the Business Combination, (ii) the forfeiture of an aggregate of 180,000 shares of Tiberius common stock by the Sponsor, (iii) the issuance of 29,759,999 common shares to former IGI shareholders in exchange for their shares in IGI, and (iv) the issuance of 18,687,307 common shares to former Tiberius stockholders, including (1) 9,339,924 common shares issued in exchange for public shares of Tiberius common stock that remained outstanding and not redeemed immediately prior to the closing of the Business Combination, (2) 4,132,500 common shares issued in exchange for Tiberius founder shares, including 3,012,500 shares subject to vesting at prices ranging from $11.50 to $15.25 per share, (3) 2,900,000 common shares issued in exchange for shares of Tiberius common stock that were issued to certain investors in a private placement pursuant to forward purchase agreements, and (4) 2,314,883 common shares in exchange for shares of Tiberius common stock that were issued to certain investors in a private placement.

(2)

Includes 600,000 contingent shares that vest at $11.50 per share, 400,000 contingent shares that vest at $12.75 per share and 131,148 contingent shares that vest at $15.25 per share. Mr. Jabsheh has the right to vote and receive dividends with respect to these contingent shares. Includes 4,000,000 warrants to purchase common shares at a price of $11.50 per share. Wasef Jabsheh’s ownership does not include 776,728 shares beneficially owned by his adult children, as Mr. Jabsheh does not have the right to vote or dispose of such shares and thus does not have beneficial ownership of such shares. 387,780 shares beneficially owned are held in escrow and subject to forfeiture until the Business Combination purchase price is finalized following the closing of the Business Combination.

(3)

Walid Jabsheh’s ownership includes 88,046 shares owned by his wife, for which shares he disclaims beneficial ownership. Mr. Jabsheh’s ownership does not include 511,112 shares beneficially owned by his brothers or 17,462,974 shares beneficially owned by his father, as Mr. Jabsheh does not have the right to vote or dispose of such shares and thus does not have beneficial ownership of such shares. 8,528 shares beneficially owned are held in escrow and subject to forfeiture until the Business Combination purchase price is finalized following the closing of the Business Combination.

(4)

Hatem Jabsheh’s ownership includes 25,885 shares owned by his wife, for which shares he disclaims beneficial ownership. Mr. Jabsheh’s ownership does not include 538,812 shares beneficially owned by his brothers or 17,462,974 shares beneficially owned by his father, as Mr. Jabsheh does not have the right to vote or dispose of such shares and thus does not have beneficial ownership of such shares. 7,481 shares beneficially owned are held in escrow and subject to forfeiture until the Business Combination purchase price is finalized following the closing of the Business Combination.

(5)

Includes (i) 2,902,152 common shares of the Company owed by Lagniappe Ventures LLC (“Lagniappe”), for which Michael T. Gray is the managing member, and (ii) 407,000 shares owned by the Gray Insurance Company, for which Michael T. Gray is President. The 2,902,152 shares owned by Lagniappe include 1,842,152 contingent unvested shares, including 800,000 shares that vest at $11.50 per share, 160,800 shares that vest at $12.75 per share, 550,000 shares that vest at $14.00 per share and 331,352 shares that vest at $15.25 per share. Lagniappe has the right to vote and receive dividends with respect to these contingent shares.

(6)

Mr. Poole owns a pecuniary interest in common shares through his ownership of membership interests in Lagniappe. Mr. Poole has no voting or dispositive power over the Company’s securities held by Lagniappe.

(7)

Unless otherwise indicated, the business address of each of the individuals is 74 Abdel Hamid Sharaf Street, PO Box 941428, Amman 11194, Jordan, except for Andrew J. Poole and Michael T. Gray whose business address is 3601 N Interstate 10 Service Rd W Metairie, LA.

(8)

218,373 shares beneficially owned are held in escrow and subject to forfeiture until the Business Combination purchase price is finalized following the closing of the Business Combination.

(9)

Includes 39,200 contingent shares that vest at $12.75 per share. Includes 500,000 warrants to purchase common shares at a price of $11.50 per share. 142,304 shares beneficially owned are held in escrow and subject to forfeiture until the Business Combination purchase price is finalized following the closing of the Business Combination.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of the Company.

B. Related Party Transactions

Related party transactions of the Company are described in the Form F-4 in the section entitled “Certain Relationships and Related Person Transactions,” which is incorporated by reference herein.

In connection with the Business Combination, we entered into a Related Party Transactions Policy under which related party transactions generally must be approved by the audit committee of the Company’s board of directors.

In connection with the Business Combination, we entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements provide, to the fullest extent permitted under law, indemnification against all expenses, judgments, fines and amounts paid in settlement relating to, arising out of or resulting from indemnitee’s status as a director, officer, employee or agent of the Company or any other corporation, limited liability company, partnership or joint venture, trust or other enterprise which such person is or was serving at the Company’s request. In addition, the indemnification agreements provide that the Company will advance, to the extent not prohibited by law, the expenses incurred by the indemnitee in connection with any proceeding, and such advancement will be made within 30 days after the receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any proceeding.

In connection with the Business Combination, The Gray Insurance Company, an affiliate of Michael T. Gray, a director of the Company, purchased 407,000 shares of Tiberius common stock for approximately $4 million as part of a private placement , which were exchanged for 407,000 common shares of the Company in the Merger.

C. Interests of Experts and Counsel

Not Applicable.

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information

For consolidated financial statements and other financial information, see Item 18 of this Report.

For a discussion of legal proceedings involving the Company, see Note 24 to the IGI audited consolidated financial statements included in this Report and the section of the Form F-4 entitled “Business of IGI—Litigation,” which is incorporated by reference herein.

IGI has historically paid regular dividends to its shareholders. The Company’s board of directors will evaluate whether or not to pay dividends and, if so, whether to pay dividends on a quarterly, semi-annual, or annual basis, depending on the Company’s results, market conditions, contractual obligations, legal restrictions and other factors deemed relevant by the board of directors.

B. Significant Changes

A discussion of significant changes since the date of the annual financial statements is provided under “Item 4. Information on the Company—A. History and Development of the Company” of this Report and is incorporated herein by reference.

Item 9. The Offer and Listing

A. Offer and Listing Details

Nasdaq Listing of Common Shares and Warrants

Our common shares and warrants are listed on Nasdaq under the symbols IGIC and IGICW, respectively. Holders of our common shares and warrants should obtain current market quotations for their securities. There can be no assurance that our common shares and/or warrants will remain listed on Nasdaq. If we fail to comply with the Nasdaq listing requirements, our shares and/or warrants could be delisted from Nasdaq. In particular, Nasdaq requires us to have at least 300 round lot holders of our common shares and 100 round lot holders of our warrants. A delisting of our common shares will likely affect the liquidity of our common shares and could inhibit or restrict our ability to raise additional financing. See the section of the Form F-4 entitled “Risk Factors—Risks Relating to the Business Combination—NASDAQ may not list Pubco’s securities on its exchange, which could limit investors’ ability to engage in transactions in Pubco’s securities and subject Pubco to additional trading restrictions.”

Lock-up Agreements

For a discussion of lock-up agreements entered into by certain of the Sellers in connection with the Business Combination, see the section in the Form F-4 entitled “The Business Combination Proposal—The Business Combination Agreement and Related Agreements—Related Agreements—Lock-Up Agreements,” which is incorporated herein by reference.

Warrants

As of March 17, 2020, the Company had 17,250,000 warrants outstanding, each to purchase one common share at a price of $11.50 per share. The warrants will become exercisable 30 days after the completion of the Business Combination, provided that we have an effective registration statement under the Securities Act covering the common shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company has agreed that as soon as practicable, but in no event later than 30 days after the closing of the Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the common shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those common shares until the warrants expire or are redeemed.

If a registration statement covering the common shares issuable upon exercise of the warrants is not effective within 90 days after the closing of the Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis. The warrants will expire at 5:00 p.m., New York City time, on March 17, 2025 or earlier upon redemption.

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the 4,500,000 warrants held by Wasef Jabsheh and Argo):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption, referred to as the 30-day redemption period; and

●

if, and only if, the last sale price of the Company’s common shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants unless a registration statement under the Securities Act covering the common shares issuable upon exercise of the warrants is effective and a current prospectus relating to those common shares is available throughout the 30-day redemption period.

If the Company calls the warrants for redemption as described above, its management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on shareholders of issuing the maximum number of common shares issuable upon the exercise of warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of common shares equal to the quotient obtained by dividing (x) the product of the number of common shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value’’ (defined below) by (y) the fair market value. The “fair market value’’ shall mean the average reported last sale price of the common shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

None of the warrants held by Wasef Jabsheh and Argo will be redeemable by the Company so long as they are held Mr. Jabsheh and Argo or their permitted transferees.

B. Plan of Distribution

Not applicable.

C. Markets

Our common shares and warrants began trading on Nasdaq on March 18, 2020 under the symbols IGIC and IGICW, respectively. Immediately prior to the consummation of the Business Combination, all of Tiberius’s outstanding units automatically separated into their component securities and, as a result, no longer trade as a separate security and were delisted from Nasdaq. There can be no assurance that our common shares and/or warrants will remain listed on Nasdaq. If we fail to comply with the Nasdaq listing requirements, our common shares and/or warrants could be delisted from Nasdaq. In particular, Nasdaq requires us to have at least 300 round lot holders of our common shares and 100 round lot holders of our warrants. A delisting of our common shares will likely affect the liquidity of our common shares and could inhibit or restrict our ability to raise additional financing. See the section of the Form F-4 entitled “Risk Factors—Risks Relating to the Business Combination—NASDAQ may not list Pubco’s securities on its exchange, which could limit investors’ ability to engage in transactions in Pubco’s securities and subject Pubco to additional trading restrictions.”

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

Item 10. Additional Information

A. Share Capital

We are authorized to issue 750,000,000 common shares, $0.01 par value per share, and 100,000,000 preference shares, $0.01 par value per share. Prior to the closing of the Business Combination, the Company was authorized to issue 1 common share, $0.01 par value per share, and there was one common share issued and outstanding.

As of March 17, 2020, subsequent to the closing of the Business Combination, there were 48,447,306 common shares outstanding, and no preferred shares outstanding. There were also 17,250,000 warrants outstanding, each to purchase one common share at a price of $11.50 per share. As of March 17, 2020, we held no common shares as treasury shares.

B. Memorandum and Articles of Association

The description of our Amended and Restated Bye-laws is contained in the Form F-4 in the sections entitled “The Business Combination Proposal—Amended and Restated Pubco Bye-laws” and “Description of Pubco Securities,” which are incorporated herein by reference.

C. Material Contracts

The description of our material contracts is contained in our Form F-4 in the section entitled “The Business Combination Proposal—The Business Combination Agreement and Related Agreements,” which is incorporated herein by reference.

D. Exchange Controls and Other Limitations Affecting Security Holders

The permission of the Bermuda Monetary Authority (the “BMA”) is required, under the provisions of the Exchange Control Act 1972 of Bermuda and related regulations, for all issuances and transfers of shares (which includes the Pubco common shares) of Bermuda companies to or from a non-resident of Bermuda for exchange control purposes, other than in cases where the BMA has granted a general permission. The BMA, in its notice to the public dated June 1, 2005, has granted a general permission for the issue and subsequent transfer of any securities of a Bermuda company from and/or to a non-resident of Bermuda for exchange control purposes for so long as any “Equity Securities” of the company (which include the Company’s common shares) are listed on an “Appointed Stock Exchange” (which would include Nasdaq). In granting the general permission the Bermuda Monetary Authority accepts no responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed in this Report.

Although the Company is incorporated in Bermuda, it has been designated by the BMA as a non-resident for Bermuda exchange control purposes. This designation allows us to engage in transactions in currencies other than the Bermuda dollar, and there are no restrictions on our ability to transfer funds (other than funds denominated in Bermuda dollars) in and out of Bermuda or to pay dividends to United States residents who are holders of our common shares.

E. Taxation

The material United States federal income tax consequences of owning and disposing of our securities following the Business Combination are described in the Form F-4 in the sections entitled “The Business Combination Proposal—Material United States Federal Income Tax Considerations Certain—U.S. Federal Income Tax Considerations of Owning Pubco Common shares” and “Description of Pubco Securities—Certain Provisions of Bermuda Law—Tax Assurance,” which are incorporated herein by reference.

F. Dividends and Paying Agents

The Company’s board of directors will evaluate whether or not to pay dividends and, if so, whether to pay dividends on a quarterly, semi-annual, or annual basis, depending on the Company’s results, market conditions, contractual obligations, legal restrictions and other factors deemed relevant by the board of directors. The Company does not currently have a paying agent.

G. Statement by Experts

Not applicable.

H. Documents on Display

Documents concerning the Company that are referred to in this Report may be inspected at our principal executive offices at 74 Abdel Hamid Sharaf Street, P.O. Box 941428, Amman 11194, Jordan.

We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. public companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC. You may read and copy any report or document we file, including the exhibits, at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

Under Bermuda law, shareholders have the right to inspect the bye-laws of the Company, minutes of general meetings and the Company’s audited financial statements, which must be presented to the annual general meeting. The register of members of a company is also open to inspection by shareholders and by members of the general public without charge. The register of members is required to be open for inspection for not less than two hours in any business day (subject to the ability of a company to close the register of members for not more than thirty days in a year).

I. Subsidiary Information

Not applicable.

Item 11. Quantitative and Qualitative Disclosures about Market Risks

The information set forth in the section entitled “IGI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Market Sensitive Instruments and Risk Management” in the Form F-4 is incorporated herein by reference.

Item 12. Description of Securities Other than Equity Securities

Not applicable.

PART II

Not applicable.

PART III

Item 17. Financial Statements

See Item 18.

Item 18. Financial Statements

The financial statements of the Company and IGI are included in the Form F-4, and are incorporated herein by reference.

Unaudited Pro Forma Combined Financial Statements of the Company are attached to this Report as Exhibit 15.4 and are incorporated herein by reference.

Item 19. Exhibits

EXHIBIT INDEX

Exhibit No.		Description
1.1		Memorandum of Association of the Company (2)
1.2		Amended and Restated Bye-Laws of the Company (1)
2.1†		Business Combination Agreement, dated as of October 10, 2019, by and among Tiberius Acquisition Corporation, Lagniappe Ventures LLC in the capacity as the Purchaser Representative thereunder, International General Insurance Holdings Ltd. and Wasef Jabsheh in the capacity as the Seller Representative thereunder, and Pubco and Merger Sub pursuant to a joinder thereto (3)
2.2		First Amendment to Business Combination Agreement, dated as of February 12, 2020 (4)
4.1		Specimen Common Share Certificate of the Company (5)
4.2		Specimen Warrant Certificate of the Company (6)
4.3		Warrant Agreement, dated March 15, 2018, between Continental Stock Transfer & Trust Company and Tiberius (7)
4.4		Amendment to Warrant Agreement, dated March 17, 2020, between Continental Stock Transfer & Trust Company and Pubco (1)
4.5		Letter Agreement, dated March 15, 2018, by and between Tiberius, its officers, directors and Lagniappe Ventures LLC (8)
10.1		Registration Rights Agreement, dated March 15, 2018, among Tiberius, Lagniappe Ventures LLC and the other parties thereto (9)
10.2		Securities Subscription Agreement dated December 30, 2015, between Tiberius and Lagniappe Ventures LLC (10)

Exhibit No.		Description
10.3		Amended and Restated Sponsor Warrant Purchase Agreement, by and between Tiberius and Lagniappe Ventures LLC, dated February 14, 2018 (11)
10.4		Form of Share Exchange Agreement by and among International General Insurance Holdings Ltd., Tiberius, the shareholder of IGI party thereto as a Seller, Wasef Jabsheh in the capacity as the Seller Representative thereunder, and Pubco pursuant to a joinder thereto (12)
10.5		Share Exchange Agreement, dated as of October 10, 2019, by and among International General Insurance Holdings Ltd., Tiberius, Wasef Jabsheh as a Seller thereunder, Wasef Jabsheh in the capacity as the Seller Representative thereunder, and Pubco pursuant to a joinder thereto (13)
10.6		Share Exchange Agreement, dated as of October 10, 2019, by and among International General Insurance Holdings Ltd., Tiberius, Argo Re Limited as a Seller thereunder, Wasef Jabsheh in the capacity as the Seller Representative thereunder, and Pubco pursuant to a joinder thereto (14)
10.7		Share Exchange Agreement, dated as of October 10, 2019, by and among International General Insurance Holdings Ltd., Tiberius, Oman International Development & Investment Company SAOG as a Seller thereunder, Wasef Jabsheh in the capacity as the Seller Representative thereunder, and Pubco pursuant to a joinder thereto (15)
10.8		Non-Competition Agreement, dated as of October 10, 2019, by Wasef Jabsheh in favor of and for the benefit of Tiberius, International General Insurance Holdings Ltd., pursuant to a joinder thereto, Pubco, and each of their respective present and future affiliates, successors and direct and indirect subsidiaries (16)
10.9		Lock-Up Agreement, dated as of October 10, 2019, by and among Lagniappe Ventures LLC in the capacity as the Purchaser Representative, Wasef Jabsheh and, pursuant to a joinder thereto, Pubco (17)
10.10		Lock-Up Agreement, dated as of October 10, 2019, by and among Lagniappe Ventures LLC in the capacity as the Purchaser Representative, Argo Re Limited and, pursuant to a joinder thereto, Pubco (18)
10.11		Lock-Up Agreement, dated as of October 10, 2019, by and among Lagniappe Ventures LLC in the capacity as the Purchaser Representative, Oman International Development & Investment Company SAOG and, pursuant to a joinder thereto, Pubco (19)
10.12		Letter Agreement, dated as of October 10, 2019, by and among Lagniappe Ventures LLC, Tiberius, International General Insurance Holdings Ltd., Wasef Jabsheh, Argo Re Limited and, pursuant to a joinder thereto, Pubco (20)
10.13		Registration Rights Agreement, dated as of March 17, 2020, by and among Pubco, Lagniappe Ventures LLC in the capacity as the Purchaser Representative, and the Sellers party thereto as “Investors” thereunder (1)
10.14		Forward Purchase Contract dated November 9, 2017 between the Registrant and Church Mutual Insurance Company (21)
10.15		Forward Purchase Contract dated November 30, 2017 between the Registrant and Fayez Sarofim (22)
10.16		Forward Purchase Contract dated January 19, 2018 between the Registrant and Imua T Capital Investments, LLC (23)
10.17		Forward Purchase Contract dated January 11, 2018 between the Registrant and Peter Wade (24)
10.18		Amendment, dated as of March 17, 2020, to Registration Rights Agreement by and among Tiberius, Pubco, Lagniappe Ventures LLC and the other “Holders” party thereto (1)
10.19		Form of Subscription Agreement, dated as of October 10, 2019, between Tiberius and the subscriber named therein (25)
10.20		Form of Subscription Agreement, dated as of October 10, 2019, between Tiberius and each of Michael Gray, Andrew Poole and the Gray Insurance Company (26)
10.21		Waiver Agreement, dated as of October 10, 2019, between Tiberius and Weiss Multi-Strategy Advisers LLC (27)

Exhibit No.		Description
10.22		Warrant Repurchase Agreement, dated as of October 10, 2019, between Tiberius and Church Mutual Insurance Company (28)
10.23		Letter Agreement, dated as of February 12, 2020, among Tiberius, the Sponsor, Pubco and IGI (29)
10.24		Escrow Agreement, dated as of March 17, 2020, among Pubco, Lagniappe Ventures LLC in the capacity as the Purchaser Representative, Wasef Jabsheh in the capacity as the Seller Representative, and Continental Stock Transfer & Trust Company (1)
10.25		Share Transfer Agreement, dated as of March 16, 2020, among Lagniappe Ventures, LLC, Wasef Jabsheh, and International General Insurance Holdings Ltd. (1)
10.26		2020 Omnibus Incentive Plan of Pubco (1)
10.27		Form of Restricted Shares Agreement Pursuant to the 2020 Omnibus Incentive Plan (1)
10.28		Form of Restricted Share Unit Agreement Pursuant to the 2020 Omnibus Incentive Plan (1)
10.29		Form of Indemnification Agreement (1)
15.1		Financial statements of International General Insurance Holdings Ltd. (30)
15.2		Financial statements of Pubco (31)
15.3		Unaudited Pro Forma Combined Financial Statements of Pubco (1)
21.1		List of Subsidiaries of the Company (1)

(1)

Filed herewith

(2)

Incorporated herein by reference from Exhibit 3.1 to the Registration Statement on Form F-4 (File No. 333-235427).

(3)

Incorporated herein by reference from Exhibit 2.1 to Tiberius’s current report on Form 8-K (File No. 001-38422), filed with the SEC on October 17, 2019.

(4)

Incorporated herein by reference from Exhibit 2.2 to the Registration Statement on Form F-4 (File No. 333-235427).

(5)

Incorporated herein by reference from Exhibit 4.4 to the Registration Statement on Form F-4 (File No. 333-235427).

(6)

Incorporated herein by reference from Exhibit 4.5 to the Registration Statement on Form F-4 (File No. 333-235427).

(7)

Incorporated herein by reference to Exhibit 4.1 of Tiberius’s current report on Form 8-K (File No. 001-38422), filed with the SEC on March 21, 2018.

(8)

Incorporated herein by reference to Exhibit 10.1 of Tiberius’s current report on Form 8-K (File No. 001-38422), filed with the SEC on March 21, 2018.

(9)

Incorporated herein by reference to Exhibit 10.3 of Tiberius’s current report on Form 8-K (File No. 001-38422), filed with the SEC on March 21, 2018.

(10)

Incorporated herein by reference to Exhibit 10.5 of Tiberius’s Registration Statement on Form S-1 (File No. 333-223098), filed with the SEC on February 20, 2018.

(11)

Incorporated herein by reference to Exhibit 10.6 of Tiberius’s Registration Statement on Form S-1 (File No. 333-2230987), filed with the SEC on February 20, 2018.

(12)

Incorporated herein by reference to Exhibit 10.1 of Tiberius’s Form 8-K (File No. 001-38422), filed with the SEC on October 17, 2019.

(13)

Incorporated herein by reference to Exhibit 10.2 of Tiberius’s current report on Form 8-K (File No. 001-38422), filed with the SEC on October 17, 2019.

(14)

Incorporated herein by reference to Exhibit 10.3 of Tiberius’s current report on Form 8-K (File No. 001-38422), filed with the SEC on October 17, 2019.

(15)

Incorporated herein by reference to Exhibit 10.4 of Tiberius’s current report on Form 8-K (File No. 001-38422), filed with the SEC on October 17, 2019.

(16)

Incorporated herein by reference to Exhibit 10.5 of Tiberius’s current report on Form 8-K (File No. 001-38422), filed with the SEC on October 17, 2019.

(17)

Incorporated herein by reference to Exhibit 10.6 of Tiberius’s Form 8-K (File No. 001-38422), filed with the SEC on October 17, 2019.

(18)

Incorporated herein by reference to Exhibit 10.7 of Tiberius’s current report on Form 8-K (File No. 001-38422), filed with the SEC on October 17, 2019.

(19)

Incorporated herein by reference to Exhibit 10.8 of Tiberius’s current report on Form 8-K (File No. 001-38422), filed with the SEC on October 17, 2019.

(20)

Incorporated herein by reference to Exhibit 10.9 of Tiberius’s current report on Form 8-K (File No. 001-38422), filed with the SEC on October 17, 2019.

(21)

Incorporated herein by reference to Exhibit 10.9 of Tiberius’s Registration Statement on Form S-1 (File No. 333-223098), filed with the SEC on March 7, 2018.

(22)

Incorporated herein by reference to Exhibit 10.10 of Tiberius’s Registration Statement on Form S-1 (File No. 333-223098), filed with the SEC on March 7, 2018.

(23)

Incorporated herein by reference to Exhibit 10.11 of Tiberius’s Registration Statement on Form S-1 (File No. 333-223098), filed with the SEC on March 7, 2018.

(24)

Incorporated herein by reference to Exhibit 10.12 of Tiberius’s Registration Statement on Form S-1 (File No. 333-223098), filed with the SEC on March 7, 2018.

(25)

Incorporated herein by reference to Exhibit 10.12 of Tiberius’s current report on Form 8-K (File No. 001-38422), filed with the SEC on October 17, 2019.

(26)

Incorporated herein by reference to Exhibit 10.13 of Tiberius’s current report on Form 8-K (File No. 001-38422), filed with the SEC on October 17, 2019.

(27)

Incorporated herein by reference to Exhibit 10.14 of Tiberius’s current report on Form 8-K (File No. 001-38422), filed with the SEC on October 17, 2019.

(28)

Incorporated herein by reference to Exhibit 10.15 of Tiberius’s current report on Form 8-K (File No. 001-38422), filed with the SEC on October 17, 2019.

(29)

Incorporated herein by reference to Exhibit 10.28 to the Registration Statement on Form F-4 (File No. 333-235427).

(30)

Incorporated herein by reference to pages F-37 to F-128 of the Registration Statement on Form F-4 (File No. 333-235427).

(31)

Incorporated herein by reference to pages F-128 to F-132 of the Registration Statement on Form F-4 (File No. 333-235427).

†

Schedules to this exhibit have been omitted pursuant to the Instructions As To Exhibits of Form 20-F. The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.

	INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD.

March 23, 2020	By:	/s/ Wasef Jabsheh
		Name:	Wasef Jabsheh
		Title:	Chief Executive Officer

Exhibit 1.2

CONYERS

Amended and Restated Bye-laws

International General Insurance Holdings Ltd.

Clarendon House, 2 Church Street

Hamilton HM 11, Bermuda

conyers.com

International General Insurance Holdings Ltd.

TABLE OF CONTENTS

INTERPRETATION		1
1	Definitions	1
SHARES		4
2	Power to Issue Shares	4
3	Power of the Company to Purchase its Shares	4
4	Rights Attaching to Shares	4
5	Calls on Shares	6
6	Forfeiture of Shares	7
7	Share Certificates	7
8	Fractional Shares	8
REGISTRATION OF SHARES		8
9	Register of Members	8
10	Registered Holder Absolute Owner	9
11	Transfer of Registered Shares	9
12	Transmission of Registered Shares	10
ALTERATION OF SHARE CAPITAL		12
13	Power to Alter Capital	12
14	Variation of Rights Attaching to Shares	12
DIVIDENDS AND CAPITALISATION		12
15	Dividends	12
16	Power to Set Aside Profits	13
17	Method of Payment	13
18	Capitalisation	13
MEETINGS OF MEMBERS		14
19	Annual General Meetings	14
20	Special General Meetings	14
21	Requisitioned General Meetings	14
22	Notice	14

International General Insurance Holdings Ltd.

23	Giving Notice and Access	15
24	Postponement or cancellation of General Meeting	15
25	Electronic Participation and Security in Meetings	16
26	Quorum at General Meetings	16
27	Chairman to Preside at General Meetings	16
28	Voting on Resolutions	17
29	Power to Demand a Vote on a Poll	17
30	Voting by Joint Holders of Shares	18
31	Instrument of Proxy	19
32	Representation of Corporate Member	19
33	Adjournment of General Meeting	19
34	Written Resolutions	20
35	Directors Attendance at General Meetings	20
DIRECTORS AND OFFICERS		21
36	Appointment and Election of Directors	21
37	Number of Directors	23
38	Classes of Directors	23
39	Term of Office of Directors	23
40	Alternate Directors	23
41	Removal of Directors	24
42	Vacancy in the Office of Director	24
43	Remuneration of Directors	25
44	Defect in Appointment	25
45	Directors to Manage Business	25
46	Powers of the Board of Directors	25
47	Register of Directors and Officers	27
48	Appointment of Officers	27
49	Appointment of Secretary	27
50	Duties of Officers	27
51	Remuneration of Officers	27
52	Conflicts of Interest	27
53	Indemnification and Exculpation of Directors and Officers	28

International General Insurance Holdings Ltd.

MEETINGS OF THE BOARD OF DIRECTORS		29
54	Board Meetings	29
55	Notice of Board Meetings	29
56	Electronic Participation in Meetings	29
57	Corporate Directors	29
58	Quorum at Board Meetings	29
59	Board to Continue in the Event of Vacancy	29
60	Chairman to Preside	30
61	Written Resolutions	30
62	Validity of Prior Acts of the Board	30
CORPORATE RECORDS		30
63	Minutes	30
64	Place Where Corporate Records Kept	30
65	Form and Use of Seal	30
ACCOUNTS		31
66	Records of Account	31
67	Financial Year End	31
AUDITS		31
68	Annual Audit	31
69	Appointment of Auditor	31
70	Remuneration of Auditor	31
71	Duties of Auditor	32
72	Access to Records	32
74	Vacancy in the Office of Auditor	32
BUSINESS COMBINATIONS		32
75	Business Combinations	32
VOLUNTARY WINDING-UP AND DISSOLUTION		38
76	Winding-Up	38
CHANGES TO CONSTITUTION		38
77	Changes to Bye-laws	38
78	Changes to Memorandum of Association	38
79	Discontinuance	38
80	Exclusive Jurisdiction	38

International General Insurance Holdings Ltd.

INTERPRETATION

1.	DEFINITIONS

1.1.	In these Bye-laws, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:

	“Act”		the Companies Act 1981;

	“Affiliate”		of any person means any other person controlling or controlled by or under common control of such person. As used in this definition, “control” shall mean, with respect to any Person, the possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by control or otherwise) of such person;

	“Alternate Director”		an alternate director appointed in accordance with these Bye-laws;

	“Auditor”		includes an individual, company or partnership;

	“Board”		the board of directors (including, for the avoidance of doubt, a sole director) appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the directors present at a meeting of directors at which there is a quorum;

	“Business Combination”		has the meaning given to it in Bye-law 75.1(c)(iii);

	“Common Shares”		has the meaning given to it in Bye-law 4.1;

	“Company”		the company for which these Bye-laws are approved and confirmed;

	“Director”		a director of the Company and shall include an Alternate Director;

	“DTC”		the Depository Trust Company;

	“Eligible Member”		any Member holding not less than 5% of the issued and outstanding share capital of the Company who has held such amount for at least three years following the date of adoption of these Bye-laws;

International General Insurance Holdings Ltd.

	“Family”		members of Jabsheh’s immediate family and/or natural lineal descendants of Jabsheh or a trust or other similar entity established for the exclusive benefit of Jabsheh and/or his immediate family and natural lineal descendants;

	“Interested Shareholder”		has the meaning given to it in Bye-law 75.1(c)(v);

	“Jabsheh”		Mr. Wasef Jabsheh;

	“Jabsheh Director”		has the meaning given to it in Bye-law 36.1;

	“Member”		the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;

	“notice”		written notice as further provided in these Bye-laws unless otherwise specifically stated;

	“Officer”		any person appointed by the Board to hold an office in the Company;

	“Preference Shares”		has the meaning given to it in Bye-law 4.1;

	“Register of Directors and Officers”		the register of directors and officers referred to in these Bye-laws;

	“Register of Members”		the register of members referred to in these Bye- laws;

	“Resident Representative”		any person appointed to act as resident representative and includes any deputy or assistant resident representative;

	“SEC”		the United States Securities and Exchange Commission;

	“Secretary”		the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary;

International General Insurance Holdings Ltd.

	“Specified Matters”		the actions set out in Bye-law 46.2(i) through (vi);

	“Substantially All”		more than 50%; and

	“Treasury Share”		a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled.

1.2.	In these Bye-laws, where not inconsistent with the context:

(a)

words denoting the plural number include the singular number and vice versa;

(b)

words denoting the masculine gender include the feminine and neuter genders;

(c)

words importing persons include companies, associations or bodies of persons whether corporate or not;

(d)

the words:-

(i)

“may” shall be construed as permissive; and

(ii)

“shall” shall be construed as imperative;

(e)

a reference to a statutory provision shall be deemed to include any amendment or re- enactment thereof;

(f)

the phrase “issued and outstanding” in relation to shares, means shares in issue other than Treasury Shares;

(g)

the word “corporation” means a corporation whether or not a company within the meaning of the Act; and

(h)

unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Bye-laws.

1.3.	In these Bye-laws expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form.

1.4.	Headings used in these Bye-laws are for convenience only and are not to be used or relied upon in the construction hereof.

International General Insurance Holdings Ltd.

SHARES

2.	POWER TO ISSUE SHARES

2.1.

Subject to Bye-law 46.2 and these Bye-laws and to any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares on such terms and conditions as it may determine.

2.2.	Subject to the Act, any preference shares may be issued or converted into shares that (at a determinable date or at the option of the Company or the holder) are liable to be redeemed on such terms and in such manner as may be determined by the Board (before the issue or conversion).

3.	POWER OF THE COMPANY TO PURCHASE ITS SHARES

3.1.	The Company may purchase its own shares for cancellation or acquire them as Treasury Shares in accordance with the Act on such terms as the Board shall think fit.

3.2.	The Board may exercise all the powers of the Company to purchase or acquire all or any part of its own shares in accordance with the Act.

4.	RIGHTS ATTACHING TO SHARES

4.1.	At the date these Bye-laws are adopted, the share capital of the Company is divided into two classes: (i) 750,000,000 common shares of par value US$0.01 each (the “Common Shares”) and (ii) 100,000,000 preference shares of par value US$0.01 each (the “Preference Shares”).

4.2.	The holders of Common Shares shall, subject to these Bye-laws (including, without limitation, the rights attaching to any Preference Shares):

(a)

be entitled to one vote per share;

(b)

be entitled to such dividends and other distributions as the Board may from time to time declare;

(c)

in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and

(d)

generally be entitled to enjoy all of the rights attaching to shares.

4.3.

The Board is authorised to provide for the issuance of the Preference Shares in one or more series, and to establish from time to time the number of shares to be included in each such series, and to fix the terms, including designation, powers, preferences, rights, qualifications, limitations and restrictions of the shares of each such series (and, for the avoidance of doubt, such matters and the issuance of such Preference Shares shall not be deemed to vary the rights attached to the Common Shares or, subject to the terms of any other series of Preference Shares, to vary the rights attached to any other series of Preference Shares). The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

(a)

the number of shares constituting that series and the distinctive designation of that series;

International General Insurance Holdings Ltd.

(b)

the dividend rate on the shares of that series, whether dividends shall be cumulative and, if so, from which date or dates, and the relative rights of priority, if any, of the payment of dividends on shares of that series;

(c)

whether the series shall have voting rights, in addition to the voting rights provided by law and, if so, the terms of such voting rights;

(d)

whether the series shall have conversion or exchange privileges (including, without limitation, conversion into Common Shares) and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board shall determine;

(e)

whether or not the shares of that series shall be redeemable or repurchaseable and, if so, the terms and conditions of such redemption or repurchase, including the manner of selecting shares for redemption or repurchase if less than all shares are to be redeemed or repurchased, the date or dates upon or after which they shall be redeemable or repurchaseable, and the amount per share payable in case of redemption or repurchase, which amount may vary under different conditions and at different redemption or repurchase dates;

(f)

whether that series shall have a sinking fund for the redemption or repurchase of shares of that series and, if so, the terms and amount of such sinking fund;

(g)

the right of the shares of that series to the benefit of conditions and restrictions upon the creation of indebtedness of the Company or any subsidiary, upon the issue of any additional shares (including additional shares of such series or any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Company or any subsidiary of any issued shares of the Company;

(h)

the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company, and the relative rights of priority, if any, of payment in respect of shares of that series;

(i)

the rights of holders of that series to elect or appoint directors; and

(j)

any other relative participating, optional or other special rights, qualifications, limitations or restrictions of that series.

4.4.

Any Preference Shares of any series which have been redeemed (whether through the operation of a sinking fund or otherwise) or which, if convertible or exchangeable, have been converted into or exchanged for shares of any other class or classes shall have the status of authorised and unissued Preference Shares of the same series and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of Preference Shares to be created by resolution or resolutions of the Board or as part of any other series of Preference Shares, all subject to the conditions and the restrictions on issuance set forth in the resolution or resolutions adopted by the Board providing for the issue of any series of Preference Shares.

International General Insurance Holdings Ltd.

4.5.

At the discretion of the Board, but subject to Bye-law 46.2, whether or not in connection with the issuance and sale of any shares or other securities of the Company, the Company may issue securities, contracts, warrants or other instruments evidencing any shares, option rights, securities having conversion or option rights, or obligations on such terms, conditions and other provisions as are fixed by the Board including, without limiting the generality of this authority, conditions that preclude or limit any person or persons owning or offering to acquire a specified number or percentage of the issued Common Shares, other shares, option rights, securities having conversion or option rights, or obligations of the Company or transferee of the person or persons from exercising, converting, transferring or receiving the shares, option rights, securities having conversion or option rights, or obligations.

4.6.

All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it holds such Treasury Share and, except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company.

5.	CALLS ON SHARES

5.1.

The Board may make such calls as it thinks fit upon the Members in respect of any moneys (whether in respect of nominal value or premium) unpaid on the shares allotted to or held by such Members (and not made payable at fixed times by the terms and conditions of issue) and, if a call is not paid on or before the day appointed for payment thereof, the Member may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was payable up to the actual date of payment. The Board may differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls.

5.2.

Any amount which, by the terms of allotment of a share, becomes payable upon issue or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes of these Bye-laws be deemed to be an amount on which a call has been duly made and payable on the date on which, by the terms of issue, the same becomes payable, and in case of non-payment all the relevant provisions of these Bye-laws as to payment of interest, costs and expenses, forfeiture or otherwise shall apply as if such amount had become payable by virtue of a duly made and notified call.

5.3.	The joint holders of a share shall be jointly and severally liable to pay all calls and any interest, costs and expenses in respect thereof.

5.4.	The Company may accept from any Member the whole or a part of the amount remaining unpaid on any shares held by such Member, although no part of that amount has been called up or become payable.

International General Insurance Holdings Ltd.

6.	FORFEITURE OF SHARES

6.1.

If any Member fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Member, the Board may, at any time thereafter during such time as the call remains unpaid, direct the Secretary to forward such Member a notice in writing in the form, or as near thereto as circumstances admit, of the following:

Notice of Liability to Forfeiture for Non-Payment of Call

International General Insurance Holdings Ltd. (the “Company”)

You have failed to pay the call of [amount of call] made on [date], in respect of the [number] share(s) [number in figures] standing in your name in the Register of Members of the Company, on [date], the day appointed for payment of such call. You are hereby notified that unless you pay such call together with interest thereon at the rate of [ ] per annum computed from the said [date] at the registered office of the Company the share(s) will be liable to be forfeited.

Dated this [date]

[Signature of Secretary] By Order of the Board

6.2.

If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine. Without limiting the generality of the foregoing, the disposal may take place by sale, repurchase, redemption or any other method of disposal permitted by and consistent with these Bye-laws and the Act.

6.3.

A Member whose share or shares have been so forfeited shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at the time of the forfeiture, together with all interest due thereon and any costs and expenses incurred by the Company in connection therewith.

6.4.	The Board may accept the surrender of any shares which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited.

7.	SHARE CERTIFICATES

7.1.

Subject to the provisions of this Bye-law 7, every Member shall be entitled to a certificate under the common seal of the Company (or a facsimile thereof) or bearing the signature (or a facsimile thereof) of a Director or the Secretary or a person expressly authorised to sign specifying the number and, where appropriate, the class of shares held by such Member and whether the same are fully paid up and, if not, specifying the amount paid on such shares. The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means.

International General Insurance Holdings Ltd.

7.2.	The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the person to whom the shares have been allotted.

7.3.	If any share certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, or destroyed the Board may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees fit.

7.4.	Notwithstanding any provisions of these Bye-laws:

(a)

the Board shall, subject always to the Act and any other applicable laws and regulations and the facilities and requirements of any relevant system concerned (including without limitation DTC), have power to implement any arrangements it may, in its absolute discretion, think fit in relation to the evidencing of title to and transfer of uncertificated shares and to the extent such arrangements are so implemented, no provision of these Bye-laws shall apply or have effect to the extent that it is in any respect inconsistent with the holding or transfer of shares in uncertificated form; and

(b)

unless otherwise determined by the Board and as permitted by the Act and any other applicable laws and regulations, no person shall be entitled to receive a certificate in respect of any share for so long as the title to that share is evidenced otherwise than by a certificate and for so long as transfers of that share may be made otherwise than by a written instrument.

8.	FRACTIONAL SHARES

The Company may issue its shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up.

REGISTRATION OF SHARES

9.	REGISTER OF MEMBERS

9.1.

The Board shall cause to be kept in one or more books a Register of Members and shall enter therein the particulars required by the Act. Subject to the provisions of the Act, the Company may keep one or more branch registers in any place in or outside of Bermuda, and the Board may make, amend and revoke any such regulations as it may think fit respecting the keeping of such branch registers.

9.2.

The Register of Members shall be open to inspection without charge at the registered office of the Company on every business day, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each business day be allowed for inspection. The Register of Members may, after notice has been given in accordance with the Act, be closed for any time or times not exceeding in the whole thirty days in each year.

International General Insurance Holdings Ltd.

10.

REGISTERED HOLDER ABSOLUTE OWNER

The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable claim or other claim to, or interest in, such share on the part of any other person.

11.

TRANSFER OF REGISTERED SHARES

11.1.

An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit, or in such other form as the Board may accept:

Transfer of a Share or Shares

International General Insurance Holdings Ltd. (the “Company”)

FOR VALUE RECEIVED [amount], I, [name of transferor] hereby sell, assign and transfer unto [transferee] of [address], [number] shares of the Company.

	DATED this [date]

	Signed by:		In the presence of:



	Transferor		Witness

	Signed by:		In the presence of:



	Transferee		Witness

11.2.

Such instrument of transfer shall be signed by (or in the case of a party that is a corporation, on behalf of) the transferor and transferee, provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been registered as having been transferred to the transferee in the Register of Members.

11.3.

The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require showing the right of the transferor to make the transfer.

11.4.

The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.

International General Insurance Holdings Ltd.

11.5.	The Board:

(a)

may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share which is not fully paid up;

(b)

shall refuse to register a transfer unless all applicable consents, authorisations and permissions of any governmental body or agency in Bermuda have been obtained;

(c)

may decline to register any transfer of shares if it appears to the Directors, in their reasonable discretion, that any non-de minimis adverse tax, regulatory or legal consequence to the Company, any subsidiary of the Company or the Company’s Affiliates would result from such transfer;

(d)

may decline to register any transfer of shares if the transferee shall not have been approved by applicable governmental authorities outside of Bermuda if such approval is required in respect of such transfer, and

the Board shall have authority to request from any Member, and any such Member shall provide, such information as the Board may reasonably request for the purposes of determining whether the transfer of any share requires such consent, authorisation or permission pursuant to (b) or (d) above or for the purpose of determining whether any transfer should be permitted pursuant to (c) above. If the Board refuses to register a transfer of any share the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.

11.6.

Shares may be transferred without a written instrument if transferred by an appointed agent or otherwise in accordance with the Act.

11.7.

Notwithstanding anything to the contrary in these Bye-laws, shares that are listed or admitted to trading on an appointed stock exchange may be transferred in accordance with the rules and regulations of such exchange.

12.

TRANSMISSION OF REGISTERED SHARES

12.1.

In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member’s interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Member with other persons. Subject to the Act, for the purpose of this Bye-law, legal personal representative means the executor or administrator of a deceased Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member.

International General Insurance Holdings Ltd.

12.2.

Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer in writing in the form, or as near thereto as circumstances admit, of the following:

Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member

International General Insurance Holdings Ltd. (the “Company”)

I/We, having become entitled in consequence of the [death/bankruptcy] of [name and address of deceased/bankrupt Member] to [number] share(s) standing in the Register of Members of the Company in the name of the said [name of deceased/bankrupt Member] instead of being registered myself/ourselves, elect to have [name of transferee] (the “Transferee”) registered as a transferee of such share(s) and I/we do hereby accordingly transfer the said share(s) to the Transferee to hold the same unto the Transferee, his or her executors, administrators and assigns, subject to the conditions on which the same were held at the time of the execution hereof; and the Transferee does hereby agree to take the said share(s) subject to the same conditions.

	DATED this [date]

	Signed by:		In the presence of:



	Transferor		Witness

	Signed by:		In the presence of:



	Transferee		Witness

12.3.

On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before such Member’s death or bankruptcy, as the case may be.

12.4.

Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to such share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.

12.5.

If the Directors in their reasonable discretion determine that share ownership by any transferee under Bye-law 12.2 (the “Transferee”) may result in a non-de minimis adverse tax, legal or regulatory consequence to the Company, any subsidiary of the Company or the Company’s Affiliates, the Company will have the option but not the obligation to repurchase or assign to a third party, its right to purchase the minimum number of shares to be held by such person which is necessary to eliminate such non-de minimis adverse tax, legal or regulatory consequence at a price determined in the good faith discretion of the Directors to represent such shares’ fair market value, provided that if the shares are traded on a securities exchange or quotation system, the fair market value per share will be determined by the Directors based on the average of the last sales price per share or if there is none, the average of the bid and asked price per share, without a minority discount and without a liquidity discount, in each case for the eight business days prior to the repurchase date. If the Transferee disagrees with any price so determined by the Board, the fair market value per share will be determined by an independent appraiser retained by the Company at its expense and reasonably acceptable to such Transferee.

International General Insurance Holdings Ltd.

ALTERATION OF SHARE CAPITAL

13.

POWER TO ALTER CAPITAL

13.1.

The Company may if authorised by resolution of the Members increase, divide, consolidate, subdivide, change the currency denomination of, diminish or otherwise alter or reduce its share capital in any manner permitted by the Act.

13.2.

Where, on any alteration or reduction of share capital, fractions of shares or some other difficulty would arise, the Board may deal with or resolve the same in such manner as it thinks fit.

14.

VARIATION OF RIGHTS ATTACHING TO SHARES

If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the sanction of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class at which meeting the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class. The rights conferred upon the holders of the shares of any class or series issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class or series, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

DIVIDENDS AND CAPITALISATION

15.

DIVIDENDS

15.1.

The Board may, subject to these Bye-laws and in accordance with the Act, declare a dividend to be paid to the Members, in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets. No unpaid dividend shall bear interest as against the Company.

15.2.

The Board may fix any date as the record date for determining the Members entitled to receive any dividend.

15.3.

The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.

15.4.

The Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of the assets of the Company. No unpaid distribution shall bear interest as against the Company.

International General Insurance Holdings Ltd.

16.

POWER TO SET ASIDE PROFITS

The Board may, before declaring a dividend or distribution, set aside out of the surplus or profits of the Company, such amount as it thinks proper as a reserve to be used to meet contingencies or for equalising dividends, securing equality of distributions or for any other purpose.

17.

METHOD OF PAYMENT

17.1.

Any dividend, interest, or other moneys payable in cash in respect of the shares may be paid by such means as the Board shall determine including by cheque or bank draft sent through the post directed to the Member at such Member’s address in the Register of Members, or to such person and to such address as the Member may direct in writing, or by transfer to such account as the Member may direct in writing or as otherwise provided by the clearing system through which the Company’s shares clear, including DTC.

17.2.

In the case of joint holders of shares, any dividend, interest or other moneys payable in cash in respect of shares may be paid by such means as the Board determines, including by cheque or bank draft sent through the post directed to the address of the holder first named in the Register of Members, or to such person and to such address as the joint holders may direct in writing, or by transfer to such account as the joint holders may direct in writing or as otherwise provided by the clearing system through which the Company’s shares clear, including DTC. If two or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend, distribution or other monies payable in respect of such shares.

17.3.

The Board may deduct from the dividends or distributions payable to any Member all moneys due from such Member to the Company on account of calls or otherwise.

17.4.

Any dividend, distribution and/or other moneys payable in respect of a share which has remained unclaimed for six (6) years from the date when it became due for payment (or such other period of time as may be required pursuant to the listing standards of the Nasdaq Capital Market or such other stock exchange or quotation system applicable to the Company’s shares, provided that such other period of time is not less than six (6) years) shall, if the Board so resolves, be forfeited and cease to remain owing by the Company. The payment of any unclaimed dividend or other moneys payable in respect of a share may (but need not) be paid by the Company into an account separate from the Company’s own account. Such payment shall not constitute the Company a trustee in respect thereof.

17.5.

The Company shall be entitled to cease sending dividend cheques and drafts by post or otherwise to a Member if those instruments have been returned undelivered to, or left uncashed by, that Member on at least two consecutive occasions or, following one such occasion, reasonable enquiries have failed to establish the Member’s new address. The entitlement conferred on the Company by this Bye-law in respect of any Member shall cease if the Member claims a dividend or cashes a dividend cheque or draft.

18.

CAPITALISATION

18.1.

The Board may capitalise any amount for the time being standing to the credit of any of the Company’s share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such amount in paying up unissued shares to be allotted as fully paid bonus shares pro rata (except in connection with the conversion of shares of one class to shares of another class) to the Members.

International General Insurance Holdings Ltd.

18.2.

The Board may capitalise any amount for the time being standing to the credit of a reserve account or amounts otherwise available for dividend or distribution by applying such amounts in paying up in full, partly or nil paid shares of those Members who would have been entitled to such amounts if they were distributed by way of dividend or distribution.

MEETINGS OF MEMBERS

19.

ANNUAL GENERAL MEETINGS

Notwithstanding the provisions of the Act entitling the Members of the Company to elect to dispense with the holding of an annual general meeting, an annual general meeting shall be held in each year (other than the year of incorporation) at such time and place as the Board or the chairman of the Company shall appoint.

20.

SPECIAL GENERAL MEETINGS

The Board or the chairman of the Company may convene a special general meeting whenever in their judgment such a meeting is necessary.

21.

REQUISITIONED GENERAL MEETINGS

The Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings, forthwith proceed to convene a special general meeting and the provisions of the Act shall apply.

22.

NOTICE

22.1.

At least fourteen (14) days’ notice of an annual general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held, that the election of Directors will take place thereat, and as far as practicable, the other business to be conducted at the meeting.

22.2.

At least fourteen (14) days’ notice of a special general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, time, place and the general nature of the business to be considered at the meeting.

22.3.

The Board may fix any date as the record date for determining the Members entitled to receive notice of and to vote at any general meeting.

22.4.

A general meeting shall, notwithstanding that it is called on shorter notice than that specified in these Bye-laws, be deemed to have been properly called if it is so agreed by (i) all the Members entitled to attend and vote thereat in the case of an annual general meeting; and (ii) by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving a right to attend and vote thereat in the case of a special general meeting.

22.5.

The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

International General Insurance Holdings Ltd.

23.	GIVING NOTICE AND ACCESS

23.1.

A notice may be given by the Company to a Member:

(a)

by delivering it to such Member in person, in which case the notice shall be deemed to have been served upon such delivery; or

(b)

by sending it by post to such Member’s address in the Register of Members, in which case the notice shall be deemed to have been served five (5) days after the date on which it is deposited, with postage prepaid, in the mail; or

(c)

by sending it by courier to such Member’s address in the Register of Members, in which case the notice shall be deemed to have been served two days after the date on which it is deposited, with courier fees paid, with the courier service; or

(d)

by transmitting it by electronic means (including facsimile and electronic mail, but not telephone) in accordance with such directions as may be given by such Member to the Company for such purpose, in which case the notice shall be deemed to have been served at the time that it would in the ordinary course be transmitted; or

(e)

by delivering it in accordance with the provisions of the Act pertaining to delivery of electronic records by publication on a website, in which case the notice shall be deemed to have been served at the time when the requirements of the Act in that regard have been met.

23.2.

Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the Register of Members and notice so given shall be sufficient notice to all the holders of such shares.

23.3.

In proving service under paragraphs 23.1(b), (c) and (d), it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted or sent by courier, and the time when it was posted, deposited with the courier, or transmitted by electronic means.

23.4.

If the Board considers that the legal or practical problems under the laws of, or the requirements of any regulatory body or stock exchange in, the territory in which the address of any particular Member in the Register of Members is situated are such that it is necessary or expedient not to send the notice or document concerned to such Member at such address, the Board may require such Member to provide the Company with an alternative acceptable address for the delivery of notices by the Company. However, if no alternative acceptable address is provided by the Member prior to the date on which notice must be sent out in accordance with these Bye- laws, the Board shall send the notice or documents concerned to that Member’s address in the Register of Members or in any other manner the Board considers appropriate.

24.

POSTPONEMENT OR CANCELLATION OF GENERAL MEETING

On the instruction of the chairman of the Company or the Board, the Secretary shall postpone or cancel any general meeting called in accordance with these Bye-laws (other than a meeting requisitioned under these Bye-laws) provided that notice of postponement or cancellation is given to the Members before the time for such meeting. Fresh notice of the date, time and place for a postponed meeting shall be given to each Member in accordance with these Bye- laws.

International General Insurance Holdings Ltd.

25.

ELECTRONIC PARTICIPATION AND SECURITY IN MEETINGS

25.1.

The Board may, but shall not be required to make arrangements permitting Members to participate in any general meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and if the Board determines to make such arrangements, participation in such a meeting shall constitute presence in person at such meeting.

25.2.

The Board may, and at any general meeting, the chairman of such meeting may, make any arrangement and impose any requirement or restriction the Board or the chairman considers appropriate to ensure the security of a general meeting including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place. The Board and, at any general meeting, the chairman of such meeting are entitled to refuse entry to a person who refuses to comply with any such arrangements, requirements or restrictions.

26.

QUORUM AT GENERAL MEETINGS

26.1.

At any general meeting two or more persons present at the start of the meeting and representing in person or by proxy in excess of 50% of the total voting rights of all issued and outstanding shares in the Company entitled to vote at such general meeting shall form a quorum for the transaction of business provided, however, that if at any time there shall be only one Member, one Member present in person or by proxy shall form a quorum for the transaction of business at any general meeting held during such time.

26.2.

If within half an hour from the time appointed for the meeting a quorum is not present, then, in the case of a meeting convened on a requisition, the meeting shall be deemed cancelled and, in any other case, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Secretary may determine. Unless the meeting is adjourned to a specific date, time and place announced at the meeting being adjourned, fresh notice of the resumption of the meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Bye-laws.

27.

CHAIRMAN TO PRESIDE AT GENERAL MEETINGS

The chairman of the Company, if there be one who is present, and if not, the Chief Executive Officer, if there be one who is present, and if not the President of the Company, if there be one who is present, shall act as chairman of such meeting and if no such persons then any person appointed by the Board shall act as chairman of such meeting. In their absence and if no one is appointed by the Board as chairman of such meeting, a chairman of the meeting shall be appointed or elected by those present at the meeting and entitled to vote.

International General Insurance Holdings Ltd.

28.

VOTING ON RESOLUTIONS

28.1.

Subject to the Act and these Bye-laws, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with these Bye-laws and in the case of an equality of votes the resolution shall fail.

28.2.

No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls on all shares held by such Member.

28.3.

At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to these Bye-laws, every Member present in person and every person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his hand.

28.4.

In the event that a Member participates in a general meeting by telephone, electronic or other communication facilities or means permitted by the Board pursuant to Bye-law 25.1, the chairman of the meeting shall direct the manner in which such Member may cast his vote on a show of hands.

28.5.

At any general meeting if an amendment is proposed to any resolution under consideration and the chairman of the meeting rules on whether or not the proposed amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

28.6.

At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to these Bye-laws, be conclusive evidence of that fact.

29.

POWER TO DEMAND A VOTE ON A POLL

29.1.

Notwithstanding the foregoing, a poll may be demanded by any of the following persons:

(a)

the chairman of such meeting; or

(b)

at least three Members present in person or represented by proxy; or

(c)

any Member or Members present in person or represented by proxy and holding between them not less than one-tenth of the total voting rights of all the Members having the right to vote at such meeting; or

(d)

any Member or Members present in person or represented by proxy holding shares in the Company conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total amount paid up on all such shares conferring such right.

International General Insurance Holdings Ltd.

29.2.

Where a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares, every person present at such meeting (including persons present by telephone, electronic or other communications facilities), shall have one vote for each share of which such person is the holder or for each share for which such person holds a proxy and such vote shall be counted by ballot as described herein, or in the case of a general meeting at which one or more Members are present by telephone, electronic or other communication facilities or means (if the Board has made arrangements to permit members to participate in such manner pursuant to Bye-law 25.1), in such manner as the chairman of the meeting may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and shall replace any previous resolution upon the same matter which has been the subject of a show of hands. A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

29.3.

A poll demanded for the purpose of electing a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time and in such manner during such meeting as the chairman (or acting chairman) of the meeting may direct. Any business other than that upon which a poll has been demanded may be conducted pending the taking of the poll.

29.4.

Where a vote is taken by poll, each person physically present and entitled to vote shall be furnished with a ballot paper on which such person shall record his vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialled or otherwise marked so as to identify the voter and the registered holder in the case of a proxy. Each person present by telephone, electronic or other communication facilities or means (if the Board has made arrangements to permit Members to participate in such manner pursuant to Bye-law 25.1) shall cast his vote in such manner as the chairman of the meeting shall direct. At the conclusion of the poll, the ballot papers and votes cast in accordance with such directions shall be examined and counted by one or more inspectors appointed by the Board or, in the absence of such appointment, by a committee of not less than two Members or proxy holders appointed by the chairman of the meeting for the purpose, and the result of the poll shall be declared by the chairman of the meeting.

30.

VOTING BY JOINT HOLDERS OF SHARES

In the case of joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

International General Insurance Holdings Ltd.

31.

INSTRUMENT OF PROXY

31.1.

A Member may appoint a proxy by

(a)

an instrument in writing in substantially the following form or such other form as the Board may determine from time to time or the Board or the chairman of the meeting may accept:

Proxy

International General Insurance Holdings Ltd. (the “Company”)

I/We, [insert names here] , being a Member of the Company with [number] shares, HEREBY APPOINT [name] of [address] or failing him, [name] of [address] to be my/our proxy to vote for me/us at the meeting of the Members to be held on [date] and at any adjournment thereof. [Any restrictions on voting to be inserted here.]

Signed this [date]

Member(s)

(b)

such telephonic, electronic or other means as may be approved by the Board from time to time.

31.2.

The appointment of a proxy must be received by the Company at the registered office or at such other place or in such manner as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting at which the person named in the appointment proposes to vote, and appointment of a proxy which is not received in the manner so permitted shall be invalid.

31.3.

A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf in respect of different shares.

31.4.

The decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final.

32.

REPRESENTATION OF CORPORATE MEMBER

32.1.

A corporation which is a Member may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Member, and that Member shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.

32.2.

Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation which is a Member.

33.

ADJOURNMENT OF GENERAL MEETING

33.1.

The chairman of a general meeting at which a quorum is present may, with the consent of the Members holding a majority of the voting rights of those Members present in person or by proxy (and shall if so directed by Members holding a majority of the voting rights of those Members present in person or by proxy) adjourn the meeting.

International General Insurance Holdings Ltd.

33.2.

The chairman of a general meeting may adjourn the meeting to another time and place without the consent or direction of the Members if it appears to him that:

(a)

it is likely to be impractical to hold or continue that meeting because of the number of Members wishing to attend who are not present; or

(b)

the unruly conduct of persons attending the meeting prevents, or is likely to prevent, the orderly continuation of the business of the meeting; or

(c)

an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.

33.3.

Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Bye-laws.

34.

WRITTEN RESOLUTIONS

34.1.

Subject to these Bye-laws, anything which may be done by resolution of the Company in general meeting or by resolution at a meeting of any class of the Members may without a meeting and without any previous notice being required, be done by unanimous written resolution signed by or on behalf of all Members entitled to attend and vote at such a meeting in accordance with this Bye-law.

34.2.

A resolution in writing may be signed in any number of counterparts.

34.3.

A resolution in writing made in accordance with this Bye-law is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Bye-law to a meeting at which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly.

34.4.

A resolution in writing made in accordance with this Bye-law shall constitute minutes for the purposes of the Act.

34.5.

This Bye-law shall not apply to:

(a)

a resolution passed to remove an Auditor from office before the expiration of his term of office; or

(b)

a resolution passed for the purpose of removing a Director before the expiration of his term of office.

34.6.

For the purposes of this Bye-law, the date of the resolution is the date when the resolution is signed by or on behalf of the last Member to sign the resolution in accordance with this Bye-law. Any reference in any Bye-law to the date of passing of a resolution is, in relation to a resolution made in accordance with this Bye-law, a reference to such date.

35.

DIRECTORS ATTENDANCE AT GENERAL MEETINGS

The Directors shall be entitled to receive notice of, attend and be heard at any general meeting.

International General Insurance Holdings Ltd.

DIRECTORS AND OFFICERS

36.

APPOINTMENT AND ELECTION OF DIRECTORS

36.1.

The Directors shall be elected by the Members, except in the case of a casual vacancy, at an annual general meeting or at any special general meeting called for that purpose, subject to the following:

(a)

for so long as Jabsheh, the Family and/or their Affiliates own at least 10% of the issued and outstanding Common Shares and provided that Jabsheh is a Member, Jabsheh will be entitled to appoint two (2) Directors to the Board (each a “Jabsheh Director”) and to classify each Jabsheh Director as a Class I, II or III Director as he sees fit;

(b)

for so long as Jabsheh, the Family and/or their Affiliates own at least 5% (and less than 10%) of the issued and outstanding Common Shares and provided that Jabsheh is a Member, Jabsheh will be entitled to appoint one (1) Jabsheh Director to the Board and to classify the Jabsheh Director as a Class I, II or III Director as he sees fit; and

(c)

all Directors, except any Jabsheh Directors, shall be elected by the Members in accordance with Bye-law 36.

36.2.

The rights of appointment and classification of the Jabsheh Directors in Bye-laws 36.1(a) and 36.1(b) shall be exercised by Jabsheh by notice in writing delivered to the Secretary.

36.3.

Only persons who are proposed or nominated in accordance with this Bye-law shall be eligible for election as Directors pursuant to Bye-law 36.1(c). Any Eligible Member or the Board may propose any person for election as a Director pursuant to Bye-law 36.1(c). Where any person, other than a Director retiring at the meeting or a person proposed for re-election or election as a Director by the Board, is to be proposed for election as a Director, notice must be given to the Company of the intention to propose him and of his willingness to serve as a Director. Where a Director is to be elected pursuant to Bye-law 36.1(c):

(a)

at an annual general meeting, such notice must be given not less than ninety (90) days nor more than one hundred and twenty (120) days before the anniversary of the last annual general meeting or, in the event the annual general meeting is called for a date that is not thirty (30) days before or after such anniversary, the notice must be given not later than ten (10) days following the earlier of the date on which notice of the annual general meeting was posted to Members or the date on which public disclosure of the date of the annual general meeting was made; and

(b)

at a special general meeting, such notice must be given not later than ten (10) days following the earlier of the date on which notice of the special general meeting was posted to Members or the date on which public disclosure of the date of the special general meeting was made.

36.4.

Where persons are validly proposed for re-election or election as a Director pursuant to Bye-law 36.1(c), the persons receiving the most votes (up to the number of Directors to be elected) shall be elected as Directors, and an absolute majority of the votes cast shall not be a prerequisite to the election of such Directors.

International General Insurance Holdings Ltd.

36.5.

At any general meeting the Members may authorise the Board to fill any vacancy in their number left unfilled at a general meeting, provided that this Bye-law shall not apply to any vacancy in office of the Jabsheh Directors appointed pursuant to Bye-laws 36.1(a) and 36.1(b), such vacancies are to be filled in accordance with Bye-law 42.3.

36.6.

To be in proper written form, a Member’s notice to the Company proposing any person for election as a Director pursuant to Bye-law 36.3, must set forth (a) as to each person whom the Member proposes to nominate for election as a Director (i) the name, age, business address and residential address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of the Company which are owned beneficially or of record by the person, (iv) a reasonably detailed description of any compensatory, payment or other financial agreement, arrangement or understanding that such person has with any other person or entity other than the Company including the amount of any payment or payments received or receivable thereunder, in each case in connection with candidacy or service as a Director of the Company and (v) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to applicable laws or regulations or that the Company may reasonably request in order to determine the eligibility of the person to be a Director (including, without limitation, pursuant to Section 14 of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and (b) as to the Member giving the notice (i) the name and record address of the Member and of the beneficial owner, if any, on whose behalf the nomination is proposed, (ii) the class or series and number of shares of the Company which are owned beneficially or of record by such Member and such beneficial owner (including any shares as to which such Member or such beneficial owner has a right to acquire ownership at any time in the future), (iii) a description of all derivatives, swaps or other transactions or series of transactions engaged in, directly or indirectly, by such Member or such beneficial owner, the purpose or effect of which is give such Member or such beneficial owner economic risk similar to ownership of shares of the Company, (iv) a description of all agreements, arrangements, understandings or relationships engaged in, directly or indirectly, by such Member or such beneficial owner (including, regardless of the form of settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares), the purpose or effect of which is to mitigate loss to, reduce the economic risk of any shares or any class or series of shares of the Company, manage the risk of share price changes for, or increase or decrease the voting power of, such Member or beneficial owner, or which provides, directly or indirectly, such Member or beneficial owner with the opportunity to profit from any decease in the price or value of the shares or any class or series of shares of the Company, (v) a description of all agreements, arrangements, understandings or relationships between such Member or such beneficial owner or any of their respective affiliates or associates, and any other person or persons (including their names) in connection with the proposed nomination by such Member and any material relationship between such Member or such beneficial owner or any of their respective affiliates or associates and the person proposed to be nominated for election, (vi) a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the persons named, in its notice, and (vii) such other information relating to the proposed nomination as the Company may reasonably require. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a Director if elected.

International General Insurance Holdings Ltd.

37.

NUMBER OF DIRECTORS

The Board shall consist of such number of Directors being not less than one (1) Director and not more than such maximum number of Directors as the Board, subject to Bye-law 46.2, may from time to time determine.

38.

CLASSES OF DIRECTORS

The Directors shall be divided into three classes designated Class I, Class II and Class III. Each class of Directors shall consist, as nearly as possible, of one third of the total number of Directors constituting the entire Board. Subject to the foregoing, a Jabsheh Director shall be classified by Jabsheh in accordance with Bye-laws 36.1(a) and 36.1(b), provided that no such classification shall change the classification of any other Director then serving.

39.

TERM OF OFFICE OF DIRECTORS

The Class I Directors shall initially be elected for a one (1) year term of office (with such term expiring at the first annual general meeting following the effectiveness of their designation as a Class I Director), the Class II Directors shall initially be elected for a two (2) year term of office (with such term expiring at the second annual general meeting following the effectiveness of their designation as a Class II Director) and the Class III Directors shall initially be elected for a three (3) year term of office (with such term expiring at the third annual general meeting following the effectiveness of their designation as a Class III Director). At each annual general meeting, successors to the class of Directors whose term expires at that annual general meeting shall be elected for a three year term. If the number of Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible, and any Director of any class elected to fill a vacancy shall hold office for a term that shall coincide with the remaining term of the other Directors of that class, but in no case shall a decrease in the number of Directors shorten the term of any Director then in office. A Director shall hold office until the annual general meeting for the year in which his term expires, subject to his office being vacated pursuant to Bye-law 42.

40.

ALTERNATE DIRECTORS

40.1.

Any Director may appoint a person or persons to act as a Director in the alternative to himself by notice deposited with the Secretary.

40.2.

Any person appointed pursuant to this Bye-law shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative, provided that such person shall not be counted more than once in determining whether or not a quorum is present.

40.3.

An Alternate Director shall be entitled to receive notice of all Board meetings and to attend and vote at any such meeting at which a Director for whom such Alternate Director was appointed in the alternative is not personally present and generally to perform at such meeting all the functions of such Director for whom such Alternate Director was appointed.

40.4.

An Alternate Director’s office shall terminate -

	(i)	on the occurrence in relation to the Alternate Director of any event which, if it occurred in relation to his appointor, would result in the termination of the appointor’s directorship; or

	(ii)	when the Alternate Director’s appointor revokes the appointment by notice to the Company in writing specifying when the appointment is to terminate; or

	(iii)	if the Alternate Director’s appointor ceases for any reason to be a Director.

International General Insurance Holdings Ltd.

41.

REMOVAL OF DIRECTORS

41.1.

Subject to any provision to the contrary in these Bye-laws and Bye-law 41.2, the Members entitled to vote for the election of Directors may, at any special general meeting convened and held in accordance with these Bye-laws, remove a Director only with cause, by the affirmative vote of such Members holding at least a majority of the total voting rights of all the Members having the right to vote at such meeting, provided that the notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director not less than fourteen (14) days before the meeting and at such meeting the Director shall be entitled to be heard on the motion for such Director’s removal; provided further that so long as Jabsheh is entitled to appoint a Jabsheh Director in accordance with Bye-laws 36.1(a) and 36.1(b), such Jabsheh Director may only be removed by Jabsheh by notice in writing to the Jabsheh Director, with a copy of such notice to the Secretary.

41.2.

Subject to the following sentence, if a Director is removed from the Board under this Bye-law the Members may fill the vacancy at the meeting at which such Director is removed. In the absence of such election or appointment, the Board may fill the vacancy; provided that if any Jabsheh Director is removed, only Jabsheh shall be entitled to appoint a replacement in accordance with Bye-law 42.3 so long as he is entitled to appoint a Jabsheh Director in accordance with Bye- laws 36.1(a) or 36.1(b).

41.3.

For the purposes of this Bye-law, “cause” shall mean a conviction for a criminal offence involving fraud or dishonesty or civil liability in respect of any action involving fraud or dishonesty.

42.

VACANCY IN THE OFFICE OF DIRECTOR

42.1.

The office of Director shall be vacated if the Director:

(a)

is removed from office pursuant to these Bye-laws or is prohibited from being a Director by law;

(b)

is or becomes bankrupt, or makes any arrangement or composition with his creditors generally;

(c)

is or becomes of unsound mind or dies; or

(d)

resigns his office by notice to the Company.

42.2.

Subject to Bye-law 41.2 and Bye-law 42.3, the Board shall have the power to appoint any person as a Director to fill a vacancy on the Board occurring as a result of the death, disability, disqualification or resignation of any Director or as a result of an increase in the size of the Board.

42.3.

Jabsheh shall have the right to fill any vacancy created for any reason in the office of a Jabsheh Director so long as he is entitled to appoint a Jabsheh Director in accordance with Bye-laws 36.1(a) or 36.1(b). If Jabsheh fails to do so, then such directorship shall remain vacant until filled by Jabsheh so long as he is entitled to appoint a Jabsheh Director in accordance with Bye-laws 36.1(a) or 36.1(b).

International General Insurance Holdings Ltd.

43.

REMUNERATION OF DIRECTORS

The remuneration (if any) of the Directors shall be determined by the Board from time to time at a duly convened meeting and shall be deemed to accrue from day to day. The Directors may also be paid all travel, hotel and other expenses properly incurred by them in attending and returning from Board meetings, meetings of any committee appointed by the Board or general meetings, or in connection with the business of the Company or their duties as Directors generally.

44.

DEFECT IN APPOINTMENT

All acts done in good faith by the Board, any Director, any committee or a member of a committee appointed by the Board, any person to whom the Board may have delegated any of its powers, or any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid, or that he was, or any of them were, disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or act in the relevant capacity.

45.

DIRECTORS TO MANAGE BUSINESS

The business of the Company shall be managed and conducted by the Board. In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by the Act or by these Bye-laws, required to be exercised by the Company in general meeting.

46.

POWERS OF THE BOARD OF DIRECTORS

46.1.

Subject to Bye-law 46.2, the Board may:

(a)

appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;

(b)

exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;

(c)

appoint one or more persons (who may be a Director) to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;

(d)

appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;

International General Insurance Holdings Ltd.

(e)

by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;

(f)

procure that the Company pays all expenses incurred in promoting and incorporating the Company;

(g)

subject to Bye-law 46.3, delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non-Directors, provided that (i) every such committee shall be subject to the oversight of the Board and shall conform to such directions as the Board shall impose on them, (ii) the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board and (iii) to the extent not inconsistent with applicable laws or regulations or appointed stock exchange requirements, each committee must include one (1) Jabsheh Director (or a nominee of a Jabsheh Director);

(h)

delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit provided that the exercise of such powers shall remain subject to the oversight of the Board;

(i)

present any petition and make any application in connection with the liquidation or reorganisation of the Company;

(j)

in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and

(k)

authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.

46.2.

The Company shall not take the following actions (the “Specified Matters”) unless such Specified Matters are approved by a majority of the Board, such majority to include the affirmative vote of each Jabsheh Director:

(i)

sell or dispose of all or Substantially All of the assets of the Company and its subsidiaries on a consolidated basis;

(ii)

enter into any transaction in which one or more third parties acquire or acquires 25% or more of the common shares of the Company;

International General Insurance Holdings Ltd.

(iii)

enter into any merger, consolidation, or amalgamation with an aggregate value equal to or greater than $75 million (exclusive of inter-company transactions);

(iv)

alter the size of the Board;

(v)

incur debt in an amount of US$50 million (or other equivalent currency) or more; and

(vi)

issue Common Shares (or securities convertible into Common Shares) in amount equal to or greater than 10% of the then issued and outstanding Common Shares of the Company.

46.3.

The Board acting by a resolution of a majority of Directors, such majority to include the affirmative vote of each Jabsheh Director, shall establish an executive committee which shall consist of three (3) directors.

47.

REGISTER OF DIRECTORS AND OFFICERS

The Board shall cause to be kept in one or more books at the registered office of the Company a Register of Directors and Officers and shall enter therein the particulars required by the Act.

48.

APPOINTMENT OF OFFICERS

The Board may appoint such Officers (who may or may not be Directors) as the Board may determine for such terms as the Board deems fit.

49.

APPOINTMENT OF SECRETARY

The Secretary shall be appointed by the Board from time to time for such term as the Board deems fit.

50.

DUTIES OF OFFICERS

The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time.

51.

REMUNERATION OF OFFICERS

The Officers shall receive such remuneration as the Board or a committee appointed by the Board may determine.

52.

CONFLICTS OF INTEREST

52.1.

Any Director, or any Director’s firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company on such terms, including with respect to remuneration, as may be agreed between the parties. Nothing herein contained shall authorise a Director or a Director’s firm, partner or company to act as Auditor to the Company.

52.2.

A Director who is directly or indirectly interested in a contract or proposed contract with the Company (an “Interested Director”) shall declare the nature of such interest as required by the Act.

International General Insurance Holdings Ltd.

52.3.

An Interested Director who has complied with the requirements of the foregoing Bye-law may:

(a)

vote in respect of such contract or proposed contract; and/or

(b)

be counted in the quorum for the meeting at which the contract or proposed contract is to be voted on,

and no such contract or proposed contract shall be void or voidable by reason only that the Interested Director voted on it or was counted in the quorum of the relevant meeting and the Interested Director shall not be liable to account to the Company for any profit realised thereby.

53.

INDEMNIFICATION AND EXCULPATION OF DIRECTORS AND OFFICERS

53.1.

The Directors, Resident Representative, Secretary and other Officers (such term to include any person appointed to any committee by the Board) acting in relation to any of the affairs of the Company or any subsidiary thereof and the liquidator or trustees (if any) acting in relation to any of the affairs of the Company or any subsidiary thereof and every one of them (whether for the time being or formerly), and their heirs, executors and administrators (each of which an “indemnified party”), shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and no indemnified party shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty in relation to the Company which may attach to any of the indemnified parties. Each Member agrees to waive any claim or right of action such Member might have, whether individually or by or in the right of the Company, against any Director or Officer on account of any action taken by such Director or Officer, or the failure of such Director or Officer to take any action in the performance of his duties with or for the Company or any subsidiary thereof, PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty in relation to the Company which may attach to such Director or Officer. The Company may also enter into an indemnification agreement with any Director or Officer.

53.2.

The Company may purchase and maintain insurance for the benefit of any Director or Officer against any liability incurred by him under the Act in his capacity as a Director or Officer or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Director or Officer may be guilty in relation to the Company or any subsidiary thereof.

53.3.

The Company may advance moneys to a Director or Officer for the costs, charges and expenses incurred by the Director or Officer in defending any civil or criminal proceedings against him, on condition that the Director or Officer shall repay the advance if any allegation of fraud or dishonesty in relation to the Company is proved against him.

International General Insurance Holdings Ltd.

53.4.

The rights conferred under this Bye-law 53 shall not be exclusive of any other right that any individual may have or hereafter acquire under any statute, Bye-law, resolution of Members or Directors, agreement or otherwise and shall continue as to an individual who has ceased to be a Director, Officer, employee or agent of the Company, as applicable, and shall inure to the benefit of his or her heirs, executors and administrators.

MEETINGS OF THE BOARD OF DIRECTORS

54.

BOARD MEETINGS

The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. Subject to these Bye-laws, a resolution put to the vote at a Board meeting shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail.

55.

NOTICE OF BOARD MEETINGS

Any Director may, and the Secretary on the requisition of a Director shall, at any time summon a Board meeting. Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to such Director verbally (including in person or by telephone) or otherwise communicated or sent to such Director by post, electronic means or other mode of representing words in a visible form at such Director’s last known address or in accordance with any other instructions given by such Director to the Company for this purpose.

56.

ELECTRONIC PARTICIPATION IN MEETINGS

Directors may participate in any meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

57.

CORPORATE DIRECTORS

57.1.

A Director must be a natural person and a corporation, partnership or other entity cannot serve as a Director.

58.

QUORUM AT BOARD MEETINGS

The quorum necessary for the transaction of business at a Board meeting shall be a majority of the number of Directors then in office, provided that if there is only one Director for the time being in office the quorum shall be one.

59.

BOARD TO CONTINUE IN THE EVENT OF VACANCY

The Board may act notwithstanding any vacancy in its number but, if and so long as its number is reduced below the number fixed by these Bye-laws as the quorum necessary for the transaction of business at Board meetings, the continuing Directors or Director may act for the purpose of (i) summoning a general meeting; or (ii) preserving the assets of the Company.

International General Insurance Holdings Ltd.

60.

CHAIRMAN TO PRESIDE

Unless otherwise agreed by a majority of the Directors attending a Board meeting, the chairman of the Company, if there be one who is present, and if not, the Chief Executive Officer of the Company, if there be one who is present, and if not, the President of the Company, if there be one who is present shall act as chairman at such Board meeting. In their absence a chairman of the meeting shall be appointed or elected by the Directors present at the meeting.

61.

WRITTEN RESOLUTIONS

A resolution signed by all the Directors, which may be in counterparts, shall be as valid as if it had been passed at a Board meeting duly called and constituted, such resolution to be effective on the date on which the resolution is signed by the last Director. For the purposes of this Bye- law only, “the Directors” shall not include an Alternate Director.

62.

VALIDITY OF PRIOR ACTS OF THE BOARD

No regulation or alteration to these Bye-laws made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made.

CORPORATE RECORDS

63.

MINUTES

The Board shall cause minutes to be duly entered in books provided for the purpose:

(a)

of all elections and appointments of Officers;

(b)

of the names of the Directors present at each Board meeting and of any committee appointed by the Board; and

(c)

of all resolutions and proceedings of general meetings of the Members, Board meetings, and meetings of committees appointed by the Board.

64.

PLACE WHERE CORPORATE RECORDS KEPT

Minutes prepared in accordance with the Act and these Bye-laws shall be kept by the Secretary at the registered office of the Company.

65.

FORM AND USE OF SEAL

65.1.

The Company may adopt a seal in such form as the Board may determine. The Board may adopt one or more duplicate seals for use in or outside Bermuda.

65.2.

A seal may, but need not, be affixed to any deed, instrument or document, and if the seal is to be affixed thereto, it shall be attested by the signature of (i) any Director, or (ii) any Officer, or (iii) the Secretary, or (iv) any person authorised by the Board for that purpose.

65.3.

A Resident Representative may, but need not, affix the seal of the Company to certify the authenticity of any copies of documents.

International General Insurance Holdings Ltd.

ACCOUNTS

66.

RECORDS OF ACCOUNT

66.1.

The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:

(a)

all amounts of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;

(b)

all sales and purchases of goods by the Company; and

(c)

all assets and liabilities of the Company.

66.2.

Such records of account shall be kept at the registered office of the Company or, subject to the Act, at such other place as the Board thinks fit and shall be available for inspection by the Directors during normal business hours.

66.3.

Such records of account shall be retained for a minimum period of five years from the date on which they are prepared.

67.

FINANCIAL YEAR END

The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be 31^stDecember in each year.

AUDITS

68.

ANNUAL AUDIT

Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to the Act, the accounts of the Company shall be audited at least once in every year.

69.

APPOINTMENT OF AUDITOR

69.1.

Subject to the Act, the appointment of an auditor of the accounts of the Company for each fiscal year shall be submitted to the Members for their approval at the annual general meeting or at a subsequent general meeting.

69.2.

The Auditor may be a Member but no Director, Officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor of the Company.

70.

REMUNERATION OF AUDITOR

70.1.

The remuneration of an Auditor appointed by the Members shall be fixed by the Company in a general meeting or in such other manner as the Members may determine.

70.2.

The remuneration of an Auditor appointed by the Board to fill a casual vacancy in accordance with these Bye-laws shall be fixed by the Board.

International General Insurance Holdings Ltd.

71.

DUTIES OF AUDITOR

71.1.

The financial statements provided for by these Bye-laws shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards.

71.2.

The generally accepted auditing standards referred to in this Bye-law may be those of a country or jurisdiction other than Bermuda or such other generally accepted auditing standards as may be provided for in the Act. If so, the financial statements and the report of the Auditor shall identify the generally accepted auditing standards used.

72.

ACCESS TO RECORDS

The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto, and the Auditor may call on the Directors or Officers for any information in their possession relating to the books or affairs of the Company.

73.

Financial Statements and the Auditor’s Report

73.1.

Subject to the following Bye-law, the financial statements and/or the auditor’s report as required by the Act shall

(a)

be laid before the Members at the annual general meeting; or

(b)

be received, accepted, adopted or approved by the Members by written resolution passed in accordance with these Bye-laws.

73.2.

If all Members and Directors shall agree, either in writing or at a meeting, that in respect of a particular interval no financial statements and/or auditor’s report thereon need be made available to the Members, and/or that no auditor shall be appointed then there shall be no obligation on the Company to do so.

74.

VACANCY IN THE OFFICE OF AUDITOR

The Board may fill any casual vacancy in the office of the auditor.

International General Insurance Holdings Ltd.

BUSINESS COMBINATIONS

75.

BUSINESS COMBINATIONS

75.1.	(a)	Any Business Combination with any Interested Shareholder within a period of three years following the time of the transaction in which the person became an Interested Shareholder must be approved by the Board, subject to Bye-law 46.2, and authorised at an annual or special general meeting, by the affirmative vote of at least 66 and 2/3% of the issued and outstanding voting shares of the Company that are not owned by the Interested Shareholder unless:

(i)

prior to the time that the person became an Interested Shareholder, the Board approved either the Business Combination or the transaction which resulted in the person becoming an Interested Shareholder; or

(ii)

upon consummation of the transaction which resulted in the person becoming an Interested Shareholder, the Interested Shareholder owned at least 85% of the issued and outstanding voting shares of the Company at the time the transaction commenced, excluding for the purposes of determining the number of shares issued and outstanding those shares owned (i) by persons who are Directors and also Officers and (ii) employee share plans in which employee participants do not have the right to determine whether shares held subject to the plan will be tendered in a tender or exchange offer.

(b)

The restrictions contained in this Bye-law 75 shall not apply if:

(i)

a Member becomes an Interested Shareholder inadvertently and (i) as soon as practicable divests itself of ownership of sufficient shares so that the Member ceases to be an Interested Shareholder; and (ii) would not, at any time within the three-year period immediately prior to a Business Combination between the Company and such Member, have been an Interested Shareholder but for the inadvertent acquisition of ownership; or

(ii)

the Business Combination is proposed prior to the consummation or abandonment of, and subsequent to the earlier of the public announcement or the notice required hereunder of, a proposed transaction which (i) constitutes one of the transactions described in the following sentence; (ii) is with or by a person who either was not an Interested Shareholder during the previous three years or who became an Interested Shareholder with the approval of the Board; and (iii) is approved or not opposed by a majority of the members of the Board then in office who were Directors prior to any person becoming an Interested Shareholder during the previous three years or were recommended for election or elected to succeed such Directors by resolution of the Board approved by a majority of such Directors. The proposed transactions referred to in the preceding sentence are limited to:

a merger, amalgamation or consolidation of the Company (except a merger or amalgamation in respect of which, pursuant to the Act, no vote of the Members is required);

a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of assets of the Company or of any entity directly or indirectly wholly-owned or majority-owned by the Company (other than to the Company or any entity directly or indirectly wholly-owned by the Company) having an aggregate market value equal to 50% or more of either the aggregate market value of all of the assets of the Company determined on a consolidated basis or the aggregate market value of all the issued and outstanding shares of the Company; or

International General Insurance Holdings Ltd.

a proposed tender or exchange offer for 50% or more of the issued and outstanding voting shares of the Company.

The Company shall give not less than 20 days notice to all Interested Shareholders prior to the consummation of any of the transactions described in subparagraphs a or b of the second sentence of this paragraph (ii).

(c)

For the purpose of this Bye-law 75 only, the term:

(i)

“affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person;

(ii)

“associate”, when used to indicate a relationship with any person, means: (i) any company, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting shares; (ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person;

(iii)

“Business Combination”, when used in reference to the Company and any Interested Shareholder of the Company, means:

any merger, amalgamation or consolidation of the Company or any entity directly or indirectly wholly-owned or majority-owned by the Company, wherever incorporated, with (A) the Interested Shareholder or any of its affiliates, or (B) with any other company, partnership, unincorporated association or other entity if the merger, amalgamation or consolidation is caused by the Interested Shareholder;

any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a shareholder of the Company, to or with the Interested Shareholder, whether as part of a dissolution or otherwise, of assets of the Company or of any entity directly or indirectly wholly-owned or majority-owned by the Company which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Company determined on a consolidated basis or the aggregate market value of all the issued and outstanding shares of the Company;

International General Insurance Holdings Ltd.

any transaction which results in the issuance or transfer by the Company or by any entity directly or indirectly wholly-owned or majority-owned by the Company of any shares of the Company, or any share of such entity, to the Interested Shareholder, except: (A) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into shares of the Company, or shares of any such entity, which securities were issued and outstanding prior to the time that the Interested Shareholder became such; (B) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into shares of the Company, or shares of any such entity, which security is distributed, pro rata to all holders of a class or series of shares subsequent to the time the Interested Shareholder became such; (C) pursuant to an exchange offer by the Company to purchase shares made on the same terms to all holders of such shares; or (D) any issuance or transfer of shares by the Company; provided however, that in no case under items (B)-(D) of this subparagraph shall there be an increase in the Interested Shareholder’s proportionate share of any class or series of shares;

any transaction involving the Company or any entity directly or indirectly wholly-owned or majority-owned by the Company which has the effect, directly or indirectly, of increasing the proportionate share of any class or series of shares, or securities convertible into any class or series of shares of the Company, or shares of any such entity, or securities convertible into such shares, which is owned by the Interested Shareholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any repurchase or redemption of any shares not caused, directly or indirectly, by the Interested Shareholder; or

any receipt by the Interested Shareholder of the benefit, directly or indirectly (except proportionately as a shareholder of the Company), of any loans, advances, guarantees, pledges or other financial benefits (other than those expressly permitted in subparagraphs a.-d. of this paragraph) provided by or through the Company or any entity directly or indirectly wholly-owned or majority-owned by the Company;

(iv)

“control”, including the terms “controlling”, “controlled by” and “under common control with”, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting shares, by contract or otherwise. A person who is the owner of 20% or more of the issued and outstanding voting shares of any company, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary; provided that notwithstanding the foregoing, such presumption of control shall not apply where such person holds voting shares, in good faith and not for the purpose of circumventing this provision, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity;

International General Insurance Holdings Ltd.

(v)

“Interested Shareholder” means any person (other than Jabsheh, the Company and any entity directly or indirectly wholly-owned or majority-owned by the Company) that (i) is the owner of 15% or more of the issued and outstanding voting shares of the Company, (ii) is an affiliate or associate of the Company and was the owner of 15% or more of the issued and outstanding voting shares of the Company at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an Interested Shareholder or (iii) is an affiliate or associate of any person listed in (i) or (ii) above; provided, however, that the term “Interested Shareholder” shall not include any person whose ownership of shares in excess of the 15% limitation set forth herein is the result of action taken solely by the Company unless such person referred to in this proviso acquires additional voting shares of the Company otherwise than as a result of further corporate action not caused, directly or indirectly, by such person. The term “Interested Shareholder” shall not include any Member who owns 15% of the issued and outstanding shares of the Company immediately following the consummation of the transactions contemplated by the Business Combination Agreement, dated as of October 10, 2019, among the Company and the other parties thereto. For the purpose of determining whether a person is an Interested Shareholder, the voting shares of the Company deemed to be issued and outstanding shall include voting shares deemed to be owned by the person through application of paragraph (viii) below, but shall not include any other unissued shares which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise;

(vi)

“person” means any individual, company, partnership, unincorporated association or other entity;

(vii)

“voting shares” means, with respect to any company, shares of any class or series entitled to vote generally in the election of directors, provided that, when used in reference to a vote to approve a merger or amalgamation of the Company which the Act requires to be approved by the Members, such term includes any shares entitled to vote on such matter pursuant to the Act, whether or not they are otherwise entitled to vote and, with respect to any entity that is not a company, any equity interest entitled to vote generally in the election of the governing body of such entity; and references to percentages of “voting shares” shall be read as references to shares carrying such percentages of votes;

International General Insurance Holdings Ltd.

(viii)

“owner”, including the terms “own” and “owned”, when used with respect to any shares, means a person that individually or with or through any of its affiliates or associates:

beneficially owns such shares, directly or indirectly; or

has (A) the right to acquire such shares (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the owner of shares tendered pursuant to a tender or exchange offer made by such person or any of such person’s affiliates or associates until such tendered shares are accepted for purchase or exchange; or (B) the right to vote such shares pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any shares because of such person’s right to vote such shares if the agreement, arrangement or understanding to vote such shares arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more persons; or

has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (B) of subparagraph b of this paragraph), or disposing of such shares with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such shares.

75.2.

In respect of any Business Combination to which the restrictions contained in Bye-law 75.1 do not apply but which the Act requires to be approved by the Members:

(a)

where such Business Combination has been approved by the Board, the necessary general meeting quorum and Members’ approval shall be as set out in Bye-laws 26 and 28 respectively; and

(b)

where such Business Combination has not been approved by the Board, the necessary Members’ approval shall require the affirmative vote of at least 66 2/3% of all the issued and outstanding voting shares of the Company.

75.3.

In respect of any merger or amalgamation which is not a Business Combination but which the Act requires to be approved by the Members:

(a)

where such merger or amalgamation has been approved by the Board, the necessary general meeting quorum and Members’ approval shall be as set out in Bye-laws 26 and 28 respectively; and

(b)

where such merger or amalgamation has not been approved by the Board, the necessary Members’ approval shall require the affirmative vote of at least 66 2/3% of all the issued and outstanding voting shares of the Company.

International General Insurance Holdings Ltd.

VOLUNTARY WINDING-UP AND DISSOLUTION

76.

WINDING-UP

If the Company shall be wound up the liquidator may, with the sanction of a resolution of the Members, divide amongst the Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in the trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability.

CHANGES TO CONSTITUTION

77.

CHANGES TO BYE-LAWS

77.1.

Subject to Bye-law 77.2, no Bye-law may be rescinded, altered or amended and no new Bye- law may be made save in accordance with the Act and until the same has been approved by a resolution of the Board and by a resolution of the Members.

77.2.

Bye-laws 36, 37, 38, 39, 41, 42, 46, 75 and 77 may not be rescinded, altered or amended and no new Bye-law may be made which would have the effect of rescinding, altering or amending the provisions of such Bye-laws, until the same has been approved by a resolution of the Board including the affirmative vote of not less than 66% of the Directors then in office and by a resolution of the Members including the affirmative vote of shares carrying not less than 66% of the issued and outstanding shares voting at a general meeting of Members called for such purpose.

78.

CHANGES TO MEMORANDUM OF ASSOCIATION

No alternation or amendment to the Memorandum of Association may be made save in accordance with the Act and until the same has been approved by a resolution of the Board and by a resolution of the Members.

79.

DISCONTINUANCE

The Board may exercise all the powers of the Company to discontinue the Company to a jurisdiction outside Bermuda pursuant to the Act.

80.

EXCLUSIVE JURISDICTION

In the event that any dispute arises concerning the Act or out of or in connection with these Bye- laws, including any question regarding the existence and scope of any Bye-law and/or whether there has been any breach of the Act or these Bye-laws by an Officer or Director (whether or not such a claim is brought in the name of a shareholder or in the name of the Company), any such dispute shall be subject to the exclusive jurisdiction of the Supreme Court of Bermuda.

Exhibit 4.4

AMENDMENT NO. 1 TO WARRANT AGREEMENT

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”).

WHEREAS, on March 20, 2018, Tiberius consummated an initial public offering (the “Offering”) of units of its equity securities, each such unit comprised of one share of Tiberius’s common stock, par value $0.0001 per share (“Common Stock”), and one warrant to purchase a share of Common Stock for $11.50 per share (a “Public Warrant”), and in connection with the closing of the initial public offering and the exercise of the over-allotment option related thereto, Tiberius issued and delivered 17,250,000 Public Warrants to public investors in the Offering;

WHEREAS, in connection with the Offering, Tiberius also sold 4,500,000 warrants to purchase Common Stock at an exercise price of $11.50 to Lagniappe Ventures LLC (the “Private Warrants” and, together with the Public Warrants, the “Warrants”);

WHEREAS, Tiberius and the Warrant Agent are parties to that certain Warrant Agreement, dated as of March 15, 2018, and filed by Tiberius with the United States Securities and Exchange Commission on March 21, 2018 as an exhibit to a current report on Form 8-K (the “Warrant Agreement”), which governs the Warrants;

WHEREAS, on October 10, 2019, Tiberius entered into a Business Combination Agreement (as amended, the “Business Combination Agreement”) with International General Insurance Holdings Ltd., a company organized under the laws of the Dubai International Financial Centre (“IGI”), Wasef Jabsheh, in the capacity as the representative (the “Seller Representative”) for the holders of IGI’s outstanding ordinary shares that execute and deliver Exchange Agreements (as defined below) in connection with the IGI Business Combination (as defined below) (the “Sellers”), and Lagniappe Ventures LLC (the “Purchaser Representative”), in its capacity as the representative of the stockholders of Tiberius, to which Business Combination Agreement Pubco and Tiberius Merger Sub, Inc., a Delaware corporation and a direct subsidiary of Pubco (“Merger Sub”), subsequently became parties thereto pursuant to joinder agreements;

WHEREAS, in connection with the Business Combination Agreement, on and after October 10, 2019, all shareholders of IGI entered into Share Exchange Agreements with IGI, Tiberius and the Seller Representative, pursuant to which Pubco subsequently became a party upon execution of a joinder thereto (each, an “Exchange Agreement”);

WHEREAS, pursuant to the IGI Business Combination Agreement and the Exchange Agreements, subject to the terms and conditions set forth therein, at the closing of the IGI Business Combination (as defined below) (a) Tiberius will merge with and into Merger Sub, with Tiberius continuing as the surviving entity (the “Merger”), and (b) Pubco will acquire all of the issued and outstanding ordinary shares of IGI (the “Purchased Shares”) from the Sellers in exchange for a mix of cash and ordinary shares of Pubco, with IGI becoming a subsidiary of Pubco (the “Share Exchange” and, together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “IGI Business Combination”);

WHEREAS, pursuant to the terms of the Business Combination Agreement, Tiberius and Pubco intend for Pubco to assume the obligations of Tiberius under the Warrant Agreement and, upon consummation of the IGI Business Combination, for the Warrants to entitle the holders thereof to purchase one common share, par value of $0.01, of Pubco at a price of $11.50 per share in accordance with the terms of the Warrant Agreement, as amended by this Amendment;

WHEREAS, pursuant to Section 4.4 of the Warrant Agreement, in the case of a merger of Tiberius with or into another entity, the holders of Warrants have the right to purchase and receive, upon the basis and subject to the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of Tiberius, the kind and amount of shares receivable upon such merger that the holders of the Warrants would have received if such holder had exercised his Warrants prior to such event (the “Alternative Issuance”), and Tiberius may not enter into any such merger unless the successor executes an amendment to the Warrant Agreement providing for delivery of such Alternative Issuance; and

WHEREAS, pursuant to Section 9.8 of the Warrant Agreement, Tiberius and the Warrant Agent may amend the terms of the Warrant Agreement, without the consent of any holder, in order to provide for the delivery of Alternative Issuance pursuant to Section 4.4 of the Warrant Agreement.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows.

Terms used herein but not defined shall have the meanings set forth in the Warrant Agreement.

1. Amendment of Warrant Agreement.

(a) Effective upon the consummation of the IGI Business Combination, Tiberius hereby assigns and delegates to Pubco, and Pubco hereby expressly assumes, all the rights and obligations of Tiberius under the Warrant Agreement on the terms and subject to the conditions set forth in the Warrant Agreement, as amended by this Amendment, and Pubco hereby agrees to be bound by all other applicable provisions of the Warrant Agreement, as amended by this Amendment, as the “Company” as and after the consummation of the IGI Business Combination.

(b) The definition of Common Stock is hereby amended as follows:

“Common Stock” means the common shares, par value $0.01, of Pubco.

(c) The defined terms in this Amendment, including in the preamble and recitals hereto, are hereby added to the Warrant Agreement as if they were set forth therein.

(d) The address for notice for Pubco for purposes of Section 9.2 of the Warrant Agreement shall be as follows:

International General Insurance Holdings Ltd.

Office 606, Level 6, Tower 1

Al Fattan Currency House

Dubai International Financial Centre

PO Box 506646

Dubai, United Arab Emirates

Attention: Wasef Jabsheh, Chief Executive Officer

2. Miscellaneous Provisions.

2.1 Successors. All the covenants and provisions of this Amendment by or for the benefit of Tiberius, Pubco or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

2.2 Effectiveness. Notwithstanding anything to the contrary herein, this Amendment shall only become effective upon the consummation of the IGI Business Combination. In the event that the Business Combination Agreement is terminated in accordance with its terms prior to the consummation of the IGI Business Combination, this Amendment and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

2.3 Applicable Law. The validity, interpretation, and performance of this Amendment shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Each of Tiberius and Pubco hereby agrees that any action, proceeding or claim against it or them arising out of or relating in any way to this Amendment shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of Tiberius and Pubco hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

2.4 Counterparts. This Amendment may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

2.5 Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

2.6 Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

2.7 Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Warrant Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Warrant Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. Any reference to the Warrant Agreement in the Warrant Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Warrant Agreement, as amended by this Amendment (or as the Warrant Agreement may be further amended or modified in accordance with the terms thereof). Except as expressly set forth in this Amendment, the terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with the provisions of the Warrant Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

TIBERIUS ACQUISITION CORPORATION

By:	/s/ Andrew Poole
	Name:	Andrew Poole
	Title:	Chief Investment Officer

INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD.

By:	/s/ Pervez Rizvi
	Name:	Pervez Rizvi
	Title:	Chief Financial Officer and Director

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

By:	/s/ Margaret B. Lloyd
	Name:	Margaret B. Lloyd
	Title:	Vice President

[Signature Page to Amendment to the Warrant Agreement]

Exhibit 10.13

REGISTRATION RIGHTS AGREEMENT

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”).

WHEREAS, on October 10, 2019, (i) Tiberius Acquisition Corporation, a Delaware corporation (together with its successors, “Purchaser”), (ii) the Purchaser Representative, (iii) International General Insurance Holdings Ltd., a company organized under the laws of the Dubai International Financial Centre (the “Company”), and (iv) Wasef Jabsheh, in the capacity thereunder as the Seller Representative (the “Seller Representative”), entered into that certain Business Combination Agreement (as amended, modified or supplemented from time to time in accordance with the terms thereof, including pursuant to the joinder agreements referenced below, the “Business Combination Agreement”), to which Pubco and its newly-formed wholly-owned subsidiary organized in Delaware (“Merger Sub”) became parties thereto pursuant to joinder agreements entered into after the date thereof;

WHEREAS, on or after the date of the Business Combination Agreement, certain shareholders of the Company (each a “Seller”), including the Investors, constituting all or substantially all of the shareholders of the Company, each entered into a Share Exchange Agreement with the Company, Purchaser and the Seller Representative (each, an “Exchange Agreement”);

WHEREAS, pursuant to the Business Combination Agreement and the Exchange Agreements, subject to the terms and conditions thereof, among other matters, (a) Purchaser will merge with and into Merger Sub (the “Merger”), with Purchaser continuing as the surviving entity and a wholly-owned subsidiary of Pubco, and with holders of Purchaser’s securities receiving substantially equivalent securities of Pubco, and (b) Pubco will acquire all or substantially all of the issued and outstanding capital shares of the Company from the Sellers in exchange for a mix of cash and common shares of Pubco (subject to the withholding of the Escrow Shares in accordance with the terms and conditions of the Business Combination Agreement, the Share Exchange Agreements and the Escrow Agreement), with the Company becoming a subsidiary of Pubco (the “Share Exchange” and together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Transactions”);

WHEREAS, in connection with the execution of the Business Combination Agreement, the Purchaser Representative and certain of the Investors (the “Lock-Up Investors”) entered into Lock-Up Agreements (as amended from time to time in accordance with the terms thereof, including pursuant to the joinder agreements reference below, the “Lock-Up Agreements”), to which Pubco became a party thereto pursuant to joinder agreements entered into after the date thereof, pursuant to which each Lock-Up Investor agreed not to transfer its Exchange Shares for a certain period of time after the Closing (subject to earlier release upon certain events) as stated in the applicable Lock-Up Agreement or to transfer their rights to the Escrow Shares while such shares are held in escrow under the Escrow Agreement; and

WHEREAS, the parties desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the Exchange Shares and certain other securities of Pubco received by the Investors (including any Escrow Shares upon their release from escrow to the Investors and any additional Exchange Shares issued after the Closing pursuant to Section 2.5 of the Business Combination Agreement).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement. The following capitalized terms used herein have the following meanings:

“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

“Business Combination Agreement” is defined in the recitals to this Agreement.

“Company” is defined in the recitals to this Agreement.

“Demand Registration” is defined in Section 2.1.1.

“Demanding Holder” is defined in Section 2.1.1.

“Dispute” is defined in Section 6.9.

“Founder Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of March 15, 2018, among Purchaser and the investors named therein, as amended on or about the date hereof, and as it may further be amended in accordance with the terms thereof.

“Founder Securities” means those securities included in the definition of “Registrable Security” specified in the Founder Registration Rights Agreement.

“Indemnified Party” is defined in Section 4.3.

“Indemnifying Party” is defined in Section 4.3.

“Investor(s)” is defined in the preamble to this Agreement, and include any transferee of the Registrable Securities (so long as they remain Registrable Securities) of an Investor permitted under this Agreement and, with respect to a Lock-Up Investor, its Lock-Up Agreement.

“Investor Indemnified Party” is defined in Section 4.1.

“Lock-Up Agreements” is defined in the recitals to this Agreement.

“Lock-Up Investors” is defined in the recitals to this Agreement.

“Maximum Number of Shares” is defined in Section 2.1.4.

“Piggy-Back Registration” is defined in Section 2.2.1.

“PIPE Securities” means any securities which Purchaser or Pubco may have obligations to register under the Commitment Agreements.

“Pro Rata” is defined in Section 2.1.4.

“Proceeding” is defined in Section 6.10.

“Pubco” is defined in the preamble to this Agreement, and shall include Pubco’s successors by merger, acquisition, reorganization or otherwise.

“Purchaser” is defined in the recitals to this Agreement.

“Purchaser Representative” is defined in the preamble to this Agreement.

“Register,” “Registered” and “Registration” mean a registration or offering effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registrable Securities” means all of the Exchange Shares, including any shares held in escrow as Escrow Shares and any additional Exchange Shares to be issued after the Closing pursuant to Section 2.5 of the Business Combination Agreement. Registrable Securities include any warrants, capital shares or other securities of Pubco issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Exchange Shares. Registrable Securities also includes any Founder Shares (as defined in the Founder Registration Rights Agreement) or Private Placement Warrants (as defined in the Founder Registration Rights Agreement) which are transferred to any Investor in connection with the Transactions. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by Pubco and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding; or (d) the Registrable Securities are freely saleable under Rule 144 without volume or other limitations. Notwithstanding anything to the contrary contained herein, a Person shall be deemed to be an “Investor holding Registrable Securities” under this Agreement only if they are an Investor or a transferee of the Registrable Securities (so long as they remain Registrable Securities) of any Investor permitted under this Agreement, any applicable Lock-Up Agreement, the Escrow Agreement and, if applicable, the Sponsor Share Letter (and the provisions of the Insider Letter to the extent incorporated therein).

“Registration Statement” means a registration statement filed by Pubco with the SEC in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale or resale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, including all amendments thereto, including post-effective amendments (other than a registration statement on Form S-4, F-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

“Resolution Period” is defined in Section 6.9.

“SEC” means the United States Securities and Exchange Commission or any successor thereto.

“Sellers” is defined in the recitals to this Agreement.

“Short Form Registration” is defined in Section 2.3.

“Specified Courts” is defined in Section 6.10.

“Underwriter” means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.

2. REGISTRATION RIGHTS.

2.1 Demand Registration.

2.1.1 Request for Registration. At any time and from time to time after the Closing Date, any Investor who owned at least twenty-five percent (25%) of the Registrable Securities as of the Closing Date (after giving effect to the Closing) may make a written demand for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be registered and/or sold and the intended method(s) of distribution thereof. Within ten (10) days following receipt of any request for a Demand Registration, Pubco will notify all other Investors holding Registrable Securities of the demand, and each Investor holding Registrable Securities who wishes to include all or a portion of such Investor’s Registrable Securities in the Demand Registration (each such Investor including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify Pubco within three (3) days after the receipt by the Investor of the notice from Pubco. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. Pubco shall not be obligated to effect more than an aggregate of five (5) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything in this Section 2 to the contrary, Pubco shall not be obligated to effect a Demand Registration, (i) if a Piggy-Back Registration had been available to the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of request for the Demand Registration (and the Demanding Holders were able to register or sell at least 75% of the shares requested to be registered or sold in such offering), (ii) within sixty (60) days after the effective date of a previous registration effected with respect to the Registrable Securities pursuant this Section 2.1 or (iii) during any period (not to exceed one hundred eighty (180) days) following the closing of the completion of an offering of securities by Pubco if such Demand Registration would cause Pubco to breach a “lock-up” or similar provision contained in the underwriting agreement for such offering. For the avoidance of doubt, a Demand Registration may be either a request to file a Registration Statement, including a resale Registration Statement, or a request to conduct an offering on a new Registration Statement or off an existing shelf Registration Statement.

2.1.2 Effective Registration. A registration will not count as a Demand Registration until the Registration Statement filed with the SEC with respect to such Demand Registration has been declared effective and Pubco has complied with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the SEC or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) Jabsheh, if he is a Demanding Holder, or otherwise, a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that Pubco shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.

2.1.3 Underwritten Offering. If the Demanding Holder who initiated the Demand Registration so elects and advises Pubco as part of its written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any Demanding Holder to include its Registrable Securities in such registration shall be conditioned upon such Demanding Holder’s participation in such underwriting and the inclusion of such Demanding Holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by the Investor initiating the Demand Registration.

2.1.4 Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises Pubco and the Demanding Holders in writing that the dollar amount or number of Registrable Securities which the Demanding Holders desire to sell, taken together with all other Pubco Common Shares or other securities which Pubco desires to sell and the Pubco Common Shares or other securities, if any, as to which registration by Pubco has been requested pursuant to written contractual piggy-back registration rights held by other security holders of Pubco who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then Pubco shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (all pro rata in accordance with the number of securities that each applicable Person has requested be included in such registration, regardless of the number of securities held by each such Person (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Pubco Common Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Founder Securities, Pro Rata among the holders of Founder Securities based on the number of Founder Securities requested by such holders to be included in such registration, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the Founder Registration Rights Agreement that can be sold without exceeding the Maximum Number of Shares; and (iii) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Common Shares or other securities for the account of other Persons that Pubco is obligated to register pursuant to written contractual arrangements with such Persons and that can be sold without exceeding the Maximum Number of Shares. In the event that Pubco securities that are convertible into Pubco Common Shares are included in the offering, the calculations under this Section 2.1.4 shall include such Pubco securities on an as-converted to Pubco Common Share basis.

2.1.5 Withdrawal. If the Investor who initiated the Demand Registration disapproves of the terms of any underwriting or is not entitled to include all of its Registrable Securities in any offering, then such Investor may elect to withdraw from such offering by giving written notice to Pubco and the Underwriter or Underwriters of its request to withdraw prior to the effectiveness of the Registration Statement filed with the SEC with respect to such Demand Registration or the pricing of the related offering. If the Investor who initiated the Demand Registration withdraws from a proposed offering relating to a Demand Registration in such event, then such registration shall not count as a Demand Registration provided for in Section 2.1.

2.2 Piggy-Back Registration.

2.2.1 Piggy-Back Rights. If at any time after the Closing Date Pubco proposes to file a Registration Statement under the Securities Act with respect to the registration of or an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by Pubco for its own account or for security holders of Pubco for their account (or by Pubco and by security holders of Pubco including pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to Pubco’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of Pubco or (iv) for a dividend reinvestment plan, then Pubco shall (x) give written notice of such proposed filing to Investors holding Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such registration or offering, the intended method(s) of distribution (if any), and the name of the proposed managing Underwriter or Underwriters of the offering (if any), and (y) offer to Investors holding Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such Investors may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). To the extent permitted by applicable securities laws with respect to such registration by Pubco or another demanding shareholder, Pubco shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of Pubco and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All Investors holding Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

2.2.2 Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises Pubco and Investors holding Registrable Securities proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of Pubco Common Shares or other Pubco securities which Pubco desires to sell, taken together with the Pubco Common Shares or other Pubco securities, if any, as to which registration has been demanded pursuant to written contractual arrangements with Persons other than the Investors hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the Pubco Common Shares or other Pubco securities, if any, as to which registration has been requested pursuant to the written contractual piggyback registration rights of other security holders of Pubco, exceeds the Maximum Number of Shares, then Pubco shall include in any such registration:

(a) If the registration is undertaken for Pubco’s account: (i) first, the Pubco Common Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Founder Securities and the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2, Pro Rata among the holders of Founder Securities and such Investors based on the number of Founder Securities and Registrable Securities requested by such holders to be included in such registration, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the Founder Registration Rights Agreement or this Agreement that can be sold without exceeding the Maximum Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Pubco Common Shares or other securities for the account of other Persons that Pubco is obligated to register pursuant to written contractual arrangements with such Persons and that can be sold without exceeding the Maximum Number of Shares;

(b) If the registration is a “demand” registration undertaken at the demand of holders of Founder Securities, (i) first, the Founder Securities for the account of the demanding holders, Pro Rata among such holders based on the number of Founder Securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Pubco Common Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2, Pro Rata among the holders of Registrable Securities based on the number of Registrable Securities requested by such holders to be included in such registration, pursuant to the applicable written contractual piggy-back registration rights of this Agreement that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Common Shares or other securities for the account of other Persons that Pubco is obligated to register pursuant to written contractual arrangements with such Persons and that can be sold without exceeding the Maximum Number of Shares; and

(c) If the registration is a “demand” registration undertaken at the demand of Persons other than Investors holding Registrable Securities or the holders of Founder Securities, (i) first, the Pubco Common Shares or other securities for the account of such demanding Persons that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Pubco Common Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Founder Securities and Registrable Securities, Pro Rata among the holders of Founder Securities and Registrable Securities based on the number of securities requested by such holders to be included in such registration, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the Founder Registration Rights Agreement and this Agreement that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Common Shares or other securities for the account of other Persons that Pubco is obligated to register pursuant to written contractual arrangements with such Persons and that can be sold without exceeding the Maximum Number of Shares.

In the event that Pubco securities that are convertible into Pubco Common Shares are included in the offering, the calculations under this Section 2.2.2 shall include such Pubco securities on an as-converted to Pubco Common Share basis.

2.2.3 Withdrawal. Any Investor holding Registrable Securities may elect to withdraw such Investor’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to Pubco of such request to withdraw prior to the effectiveness of the Registration Statement or if the Registration Statement is already effective, prior to the pricing of the offering. Pubco (whether on its own determination or as the result of a withdrawal by Persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement or, if the Registration Statement is already effective, prior to the pricing of the offering without any liability to the applicable Investor, subject to the next sentence and the provisions of Section 4. Notwithstanding any such withdrawal, Pubco shall pay all expenses incurred in connection with such Piggy-Back Registration as provided in Section 3.3 by Investors holding Registrable Securities that requested to have their Registrable Securities included in such Piggy-Back Registration.

2.3 Short Form Registration. After the Closing Date, any Investor who owned at least twenty-five percent (25%) of the Registrable Securities as of the Closing Date (after giving effect to the Closing) may at any time and from time to time, request in writing that Pubco register the resale of any or all of such Registrable Securities on Form S-3 or F-3 when such form becomes available or any similar short-form registration which may be available at such time (“Short Form Registration”); provided, however, that Pubco shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, Pubco will promptly give written notice of the proposed registration to all other Investors holding Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such Investors’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities, if any, of any other Investors joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Pubco; provided, however, that Pubco shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Short Form Registration is not available to Pubco for such offering; or (ii) if Investors holding Registrable Securities, together with the holders of any other securities of Pubco entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $1,000,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

2.4 Resale Registration Statement. Within 30 days following Closing, Pubco must file a resale Registration Statement on Form F-1, F-3, S-1 or S-3 covering all Registrable Securities and must use commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as possible thereafter. Such Registration Statement may be the same Registration Statement filed by Pubco pursuant to other registration rights agreements. At such time as Pubco becomes eligible to use a Form F-3 or S-3, Pubco shall seek to convert the Form F-1 or S-1 to a Form F-3 or S-3, as applicable, with respect to Registrable Securities.

2.5 Registrable Securities Subject to Transfer Restrictions. Notwithstanding anything to the contrary contained in this Agreement, any Registrable Securities Registered on a Registration Statement that are (i) held by a Lock-Up Investor during the Lock-Up Period (as such term is defined in such Lock-Up Investor’s Lock-Up Agreement), (ii) Escrow Shares while they are held in the Escrow Account in accordance with the Escrow Agreement, the Business Combination Agreement and the Exchange Agreements and not distributed to the Investors or (iii) Founder Shares or Private Placement Warrants subject to vesting and transfer restrictions under the Sponsor Share Letter (including pursuant to the provisions of the Insider Letter incorporated therein), may not be sold or transferred under the Registration Statement while subject to such transfer restrictions.

3. REGISTRATION PROCEDURES.

3.1 Filings; Information. Whenever Pubco is required to effect the registration of any Registrable Securities pursuant to Section 2, Pubco shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:

3.1.1 Filing Registration Statement. Pubco shall use its commercially reasonable efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which Pubco then qualifies or which counsel for Pubco shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its commercially reasonable efforts to cause such Registration Statement to become effective and use its commercially reasonable efforts to keep it effective for the period required by Section 3.1.3; provided, however, that Pubco shall have the right to defer any Demand Registration for up to ninety (90) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Pubco shall furnish to Investor requesting to include their Registrable Securities in such registration a certificate signed by the President, Chief Executive Officer or Chairman of Pubco stating that, in the good faith judgment of the Board of Directors of Pubco, it would be materially detrimental to Pubco and its shareholders for such Registration Statement to be effected at such time or the filing would require premature disclosure of material information which is not in the interests of Pubco to disclose at such time; provided further, however, that Pubco shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.

3.1.2 Copies. Pubco shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to Investors holding Registrable Securities included in such registration, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case excluding all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as Investors holding Registrable Securities included in such registration or legal counsel for any such Investors may request in order to facilitate the disposition of the Registrable Securities owned by such Investors.

3.1.3 Amendments and Supplements. Pubco shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn or until such time as the Registrable Securities cease to be Registrable Securities as defined by this Agreement.

3.1.4 Notification. After the filing of a Registration Statement, Pubco shall promptly, and in no event more than three (3) Business Days after such filing, notify Investors holding Registrable Securities included in such Registration Statement of such filing, and shall further notify such Investors promptly and confirm such advice in writing in all events within three (3) Business Days after the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the SEC of any stop order (and Pubco shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the SEC for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to Investors holding Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the SEC a Registration Statement or prospectus or any amendment or supplement thereto, Pubco shall furnish to the Investor holding the largest amount of Registrable Securities included in such Registration Statement, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such Investor with a reasonable opportunity to review such documents and comment thereon.

3.1.5 State Securities Laws Compliance. Pubco shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors holding Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Pubco and do any and all other acts and things that may be necessary or advisable to enable Investors holding Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Pubco shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take any action to which it would be subject to general service of process or to taxation in any such jurisdiction where it is not then otherwise subject.

3.1.6 Agreements for Disposition. Pubco shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. No Investor holding Registrable Securities included in such Registration Statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such Investor’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such Investor’s material agreements and organizational documents, and with respect to written information relating to such Investor that such Investor has furnished in writing expressly for inclusion in such Registration Statement.

3.1.7 Cooperation. The principal executive officer of Pubco, the principal financial officer of Pubco, the principal accounting officer of Pubco and all other officers and members of the management of Pubco shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.

3.1.8 Records. Pubco shall make available for inspection by Investors holding Registrable Securities included in such Registration Statement, any Underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other professional retained by any Investor holding Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of Pubco, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause Pubco’s officers, directors and employees to supply all information reasonably requested by any of them in connection with such Registration Statement; provided that Pubco may require execution of a confidentiality agreement prior to sharing any such information.

3.1.9 Opinions and Comfort Letters. Pubco shall request its counsel and accountants to provide customary legal opinions and customary comfort letters, to the extent so required by any underwriting agreement.

3.1.10 Earnings Statement. Pubco shall comply with all applicable rules and regulations of the SEC and the Securities Act, and make available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

3.1.11 Listing. Pubco shall use its commercially reasonable efforts to cause all Registrable Securities that are Pubco Common Shares included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by Pubco are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to Investors holding a majority-in-interest of the Registrable Securities included in such registration.

3.1.12 Road Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $50,000,000, Pubco shall use its reasonable efforts to make available senior executives of Pubco to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any underwritten offering.

3.1.13 Other. Pubco shall cooperate reasonably with, and take customary actions as may reasonably be requested by the Investors, in connection with any registration of Registrable Securities.

3.2 Obligation to Suspend Distribution. Upon receipt of any notice from Pubco of the happening of any event of the kind described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension by Pubco, pursuant to a written insider trading compliance program adopted by Pubco’s Board of Directors, of the ability of all “insiders” covered by such program to transact in Pubco’s securities because of the existence of material non-public information, each Investor holding Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv), or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in Pubco’s securities is removed, as applicable, and, if so directed by Pubco, each such Investor will deliver to Pubco all copies, other than permanent file copies then in such Investor’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

3.3 Registration Expenses. Subject to Section 4, Pubco shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, any registration on Short Form Registration effected pursuant to Section 2.3 and any resale registration pursuant to Section 2.4, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) Pubco’s internal expenses (including all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for Pubco and fees and expenses for independent certified public accountants retained by Pubco (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts retained by Pubco in connection with such registration; and (ix) the reasonable fees and expenses of one legal counsel selected by Investors holding a majority-in-interest of the Registrable Securities included in such registration. Pubco shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders.

3.4 Information. Investors holding Registrable Securities included in any Registration Statement shall provide such information as may reasonably be requested by Pubco, or the managing Underwriter, if any, in connection with the preparation of such Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the obligation to comply with federal and applicable state securities laws. Investors selling Registrable Securities in any offering must provide all questionnaires, powers of attorney, custody agreements, stock powers, and other documentation reasonably requested by Pubco or the managing Underwriter.

4. INDEMNIFICATION AND CONTRIBUTION.

4.1 Indemnification by Pubco. Pubco agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement or prospectus, or any related free writing prospectus, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, or any related free writing prospectus, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder expressly for use therein. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

4.2 Indemnification by Holders of Registrable Securities. Each Investor selling Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Investor, indemnify and hold harmless Pubco, each of its directors and officers and each Underwriter (if any), and each other selling holder and each other Person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or any related free writing prospectus, or arise out of or are based upon any omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to Pubco by such selling Investor expressly for use therein (provided, however, that the indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the indemnifying selling holder, such consent not to be unreasonably withheld, delayed or conditioned), and shall reimburse Pubco, its directors and officers, each Underwriter and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling Investor’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling Investor.

4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any Person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder, notify such other Person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling Persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or if such Indemnified Party might have additional or different defenses than the Indemnifying Party. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.

4.4 Contribution.

4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party or insufficient in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue statement of a material fact or the omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4.4.2 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1.

4.4.3 The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which gave rise to such contribution obligation and no holder of Registrable Securities shall be required to provide contribution if it was not otherwise required to provide indemnification in accordance with the provisions hereof. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

5. UNDERWRITING AND DISTRIBUTION.

5.1 Rule 144. Pubco covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as Investors holding Registrable Securities may reasonably request, all to the extent required from time to time to enable such Investors to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. Pubco further covenants to remove the securities legends on Registrable Securities (or securities of Pubco held by an Investor which are not Registrable Securities) when the shares are freely tradable under Rule 144 or other applicable laws, including providing appropriate instructions and opinions to Pubco’s transfer agent (but subject to any other legends required in connection with any transfer restrictions under a Lock-Up Agreement, the Escrow Agreement or the Sponsor Share Letter (including the provisions of the Insider Letter to the extent incorporated therein).

6. MISCELLANEOUS.

6.1 Other Registration Rights. Pubco represents and warrants that as of the date of this Agreement, no Person, other than the holders of (i) the Registrable Securities, (ii) the Founder Securities and (iii) PIPE Securities, has any right to require Pubco to register any of Pubco’s share capital for sale or to include Pubco’s share capital in any registration filed by Pubco for the sale of share capital for its own account or for the account of any other Person.

6.2 Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of Pubco hereunder may not be assigned or delegated by Pubco in whole or in part. This Agreement and the rights, duties and obligations of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such Investor in conjunction with and to the extent of any transfer of Registrable Securities by such Investor. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or of any assignee of the Investors. This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. If the Purchaser Representative is replaced in accordance with the terms of the Business Combination Agreement, the replacement Purchaser Representative shall automatically become a party to this Agreement as if it were the original Purchaser Representative hereunder.

6.3 Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice):

If to the Purchaser Representative, to:

Lagniappe Ventures LLC

3601 N. Interstate 10 Service Rd. W.

Metairie, LA 70002, U.S.A.

Attn: Andrew J. Poole

Telephone No.: (504) 754-6671

Email: APoole@tiberiusco.com

With a copy to (which shall not constitute notice):

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105, USA

Attn: Stuart Neuhauser, Esq.

Matthew A. Gray, Esq.

Facsimile No.: (212) 370-7889

Telephone No.: (212) 370-1300

Email: sneuhauser@egsllp.com

mgray@egsllp.com

If to Pubco, to:

International General Insurance Holdings Ltd.

74 Abdel Hamid Sharaf Street, P.O. Box 941428

Amman 11194, Jordan

Attn: Rawan Alsulaiman

Facsimile No.: +96265662085

Telephone No.: +962 6 562 2009

Email: Rawan.Alsulaiman@iginsure.com

and

Lagniappe Ventures LLC

3601 N. Interstate 10 Service Rd. W.

Metairie, LA 70002, U.S.A.

Attn: Andrew J. Poole

Telephone No.: (504) 754-6671

Email: APoole@tiberiusco.com

With copies to (which shall not constitute notice):

Freshfields Bruckhaus Deringer LLP

Level 6, Al Sila Tower, Abu Dhabi Global Market

Square, Al Maryah Island

PO Box 129817

Attn: Michael Hilton

Facsimile No.: +971 2 6521 777

Telephone No.: +971 2 6521 700

Email: michael.hilton@freshfields.com

and

Freshfields Bruckhaus Deringer US LLP

601 Lexington Avenue

New York, NY 10022

Attn: Omar Pringle

Facsimile No.: (212) 277-4001

Telephone No.: (212) 277-4000

Email: omar.pringle@freshfields.com

and

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105, USA

Attn: Stuart Neuhauser, Esq.

Matthew A. Gray, Esq.

Facsimile No.: (212) 370-7889

Telephone No.: (212) 370-1300

Email: sneuhauser@egsllp.com

mgray@egsllp.com

If to an Investor, to: the address set forth underneath such Investor’s name on the signature page.

6.4 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable. Notwithstanding anything to the contrary contained in this Agreement, in the event that a duly executed copy of this Agreement is not delivered to Pubco and the Purchaser Representative by a Person receiving Exchange Shares in connection with the Closing and/or a Person that is a shareholder of the Company who did not provide a duly executed and delivered Exchange Agreement as contemplated by the Business Combination Agreement, such Person failing to provide such signature shall not be a party to this Agreement or have any rights or obligations hereunder, but such failure shall not affect the rights and obligations of the other parties to this Agreement as amongst such other parties.

6.5 Entire Agreement. This Agreement (together with the Business Combination Agreement, the Exchange Agreements, the Lock-Up Agreements, the Escrow Agreement and the Sponsor Share Letter to the extent incorporated herein, and including all agreements entered into pursuant hereto or thereto or referenced herein or therein and all certificates and instruments delivered pursuant hereto and thereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written, relating to the subject matter hereof; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Business Combination Agreement, the Exchange Agreements or any other Ancillary Document or the rights or obligations of the parties under the Founder Registration Rights Agreement.

6.6 Interpretation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

6.7 Amendments; Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written agreement or consent of Pubco, the Purchaser Representative and Investors holding a majority-in-interest of the Registrable Securities; provided, that any amendment of this Agreement which imposes material additional liability on an Investor will also require the consent of such Investor. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision

6.8 Remedies Cumulative. In the event a party fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the other parties may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

6.9 Dispute Resolution. Any and all disputes, controversies or claims arising out of, relating to, or in connection with this Agreement or the breach, termination or validity hereof, or the transactions contemplated hereby (a “Dispute”) shall be finally resolved by arbitration under the Rules of Arbitration (the “ICC Rules”) of the International Chamber of Commerce (or any successor organization conducting arbitrations, the “ICC”). To the extent that the ICC Rules and this Agreement are in conflict, the terms of this Agreement shall control. The seat of arbitration shall be in New York County, State of New York. The language of the arbitration shall be English. The tribunal shall consist of three arbitrators. The parties to the Dispute shall each be entitled to nominate one arbitrator, provided that where there are multiple claimants or multiple respondents, the multiple claimants jointly and the multiple respondents jointly shall nominate an arbitrator. The third arbitrator, who shall be the presiding arbitrator on the tribunal, shall be nominated by the agreement of the two party-nominated arbitrators or, if they fail to agree on a nomination within fifteen (15) days of the nomination date of the second arbitrator, the third arbitrator shall be promptly selected and appointed by the ICC. The arbitrators shall decide the Dispute in accordance with the substantive law of the state of New York. The proceedings shall be streamlined and efficient, and time is of the essence. An arbitration award rendered by the tribunal shall be final and binding on the parties to the Dispute. Judgment on the award may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, applications for a temporary restraining order, preliminary injunction, or other temporary relief or application for enforcement of a resolution under this Section 6.9 may be made in the Specified Courts.

6.10 Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of New York without regard to the conflict of laws principles thereof. Without derogating from the agreement to arbitrate in Section 6.9, each party hereto hereby (i) submits to the exclusive jurisdiction of any state or federal court located in the County of New York in the State of New York (or in any appellate court thereof) (the “Specified Courts”) for the purpose of any claim, action, litigation or other legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and permitted by Section 6.9 (a “Proceeding”), and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any Proceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 6.3. Nothing in this Section 6.10 shall affect the right of any party to serve legal process in any other manner permitted by Law.

6.11 WAIVER OF TRIAL BY JURY. WITHOUT DEROGATING FROM THE AGREEMENT TO ARBITRATE IN SECTION 6.9, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE INVESTORS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

6.12 Termination of Business Combination Agreement. This Agreement shall be binding upon each party upon such party’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. In the event that the Business Combination Agreement is validly terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void and be of no further force or effect, and the parties shall have no obligations hereunder.

6.13 Counterparts. This Agreement may be executed in multiple counterparts (including by facsimile or pdf or other electronic document transmission), each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

Pubco:

INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD.

By:	/s/ Pervez Rizvi
	Name:	Pervez Rizvi
	Title:	Chief Financial Officer and Director

The Purchaser Representative:

LAGNIAPPE VENTURES LLC, in its capacity under the Business Combination Agreement as the Purchaser Representative

By:	/s/ Michael Gray
	Name:	Michael Gray
	Title:	Managing Member

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

	*Investor:*

	/s/ Wasef Jabsheh
	Name:	Wasef Jabsheh

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

	Investor:

	OMAN INTERNATIONAL DEVELOPMENT & INVESTMENT COMPANY SAOG

/s/ Hamid Al Harthi	By:	/s/ Shahid Rasool
Hamid Al Harthi		Name:	Shahid Rasool
Authorised Signatory		Title:	Authorised Signatory
OMINVEST			OMINVEST

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

Investor:

ARGO RE, LTD.

By:	/s/ Matthew Wilken
	Name:	Matthew Wilken
	Title:	President

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

	Investor:

	/s/ Mohammad Abu Ghazaleh
	Name:	Mohammad Abu Ghazaleh

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

	Investor:

	/s/ Amir Abu Ghazaleh
	Name:	Amir Abu Ghazaleh

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

	Investor:

	/s/ Khalifah A Almulhem
	Name:	Khalifah A Almulhem

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

	Investor:

	/s/ Hatem Jabsheh
	Name:	Hatem Jabsheh

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

	Investor:

	/s/ Walid Jabsheh
	Name:	Walid Jabsheh

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

Investor:

AL NASSER INVESTMENTS L.L.C.

By:	/s/ Abdulla Nasser Huwaileel Al Mansoori
	Name:	Abdulla Nasser Huwaileel Al Mansoori
	Title:	Chairman

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

Investor:

Wadad Inc.

By:	/s/ Wael S. Khoury
	Name:	Wael S. Khoury
	Title:	President

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

	Investor:

	/s/ Ahmad Al Misbahi
	Name:	Ahmad Al Misbahi

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

	Investor:

	/s/ Ahmad Abu Ghazaleh
	Name:	Ahmad Abu Ghazaleh

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

	Investor:

	/s/ Hani Jabsheh
	Name:	Hani Jabsheh

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

	Investor:

	/s/ Mahira Nabulsi
	Name:	Mahira Nabulsi

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

	Investor:

	/s/ Ahmad Abu Ghazaleh
	Name:	Ahmad Abu Ghazaleh

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

	Investor:

	/s/ Rasha M. A. Abu Ghazaleh
	Name:	Rasha M. A. Abu Ghazaleh

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

	Investor:

	/s/ Sumaya Abu Ghazaleh
	Name:	Sumaya Abu Ghazaleh

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

	Investor:

	/s/ Sarah Ann Bystrzycki
	Name:	Sarah Ann Bystrzycki

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

	Investor:

	/s/ Hana Jabsheh
	Name:	Hana Jabsheh

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

	Investor:

	/s/ Reina Jabsheh
	Name:	Reina Jabsheh

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

	Investor:

	/s/ Zeina al-Lozi
	Name:	Zeina al-Lozi

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

	Investor:

	/s/ Khaled Sifri
	Name:	Khaled Sifri

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

	Investor:

	/s/ Zaid Jabsheh
	Name:	Zaid Jabsheh

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

		*Investor:*

		/s/ Aysha Shurdom
		Name:	Aysha Shurdom

{Signature Page to Registration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

	*Investor:*

	/s/ Hala Kawasmi
	Name:	Hala Kawasmi

{Signature Page to Registration Rights Agreement}

Exhibit 10.18

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

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)).

RECITALS

WHEREAS, the Company and Sponsor are parties to that certain Registration Rights Agreement, dated as of March 15, 2018 (the “Registration Rights Agreement”), pursuant to which the Company granted certain registration rights to the Holders named therein with respect to the Company’s securities;

WHEREAS, on October 10, 2019, (i) the Company, (ii) the Sponsor, in the capacity thereunder 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 (“IGI”), and (iv) Wasef Jabsheh, in the capacity thereunder as the Seller Representative (the “Seller Representative”) entered into that certain Business Combination Agreement (as amended, modified or supplemented from time to time in accordance with the terms thereof, including pursuant to the joinder agreements referenced below, the “Business Combination Agreement”), to which Pubco and its newly-formed wholly-owned subsidiary organized in Delaware (“Merger Sub”) became parties thereto pursuant to joinder agreements entered into after the date thereof;

WHEREAS, on or after the date of the Business Combination Agreement, certain shareholders of IGI (each a “Seller”) constituting all or substantially all of the shareholders of IGI, each entered into a Share Exchange Agreement with IGI, the Company and the Seller Representative (each, an “Exchange Agreement”);

WHEREAS, pursuant to the Business Combination Agreement and the Exchange Agreements, subject to the terms and conditions thereof, among other matters, (a) the Company will merge with and into Merger Sub (the “Merger”), with the Company continuing as the surviving entity and a wholly-owned subsidiary of Pubco, and with holders of the Company’s securities receiving substantially equivalent securities of Pubco, and (b) Pubco will acquire all or substantially all of the issued and outstanding capital shares of IGI from the Sellers in exchange for a mix of cash and common shares of Pubco, with IGI becoming a subsidiary of Pubco (the “Share Exchange” and together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Transactions”);

WHEREAS, the parties hereto desire to amend the Registration Rights Agreement to add Pubco as a party to the Registration Rights Agreement and to revise the terms hereof in order to reflect the Transactions contemplated by the Business Combination Agreement, including the issuance of the Pubco Securities thereunder; and

WHEREAS, pursuant to Section 5.5 of the Registration Rights Agreement, the Registration Rights Agreement can be amended with the written consent of the Company and the holders of at least a majority of the Registrable Securities at the time in question (provided, that any amendment that adversely affects one holder of Registrable Securities, solely in its capacity as a holder of the shares of Common Stock of the Company, in a manner that is materially different from the other holders of Registrable Securities (in such capacity) shall require the consent of the holder so affected.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Addition of Pubco as a Party to the Registration Rights Agreement. The parties hereby agree to add Pubco as a party to the Registration Rights Agreement. The parties further agree that, from and after the consummation of the Transactions, all of the rights and obligations of the Company under the Registration Rights Agreement shall be, and hereby is, assigned and delegated to Pubco as if it were the original “Company” party thereto. By executing this Amendment, Pubco hereby agrees to be bound by and subject to all of the terms and conditions of the Registration Rights Agreement, as amended by this Amendment, including from and after the consummation of the Transactions as if it were the original “Company” party thereto.

2. Amendments to Registration Rights Agreement. The Parties hereby agree to the following amendments to the Registration Rights Agreement:

(a) The defined terms in this Amendment, including in the preamble and recitals hereto, and the definitions incorporated by reference from the Business Combination Agreement, are hereby added to the Registration Rights Agreement as if they were set forth therein.

(b) The parties hereby agree that the term “Registrable Security” shall include any Pubco Securities issued by Pubco under the Business Combination Agreement to the Holders in the Merger for their Registrable Securities of the Company, including any securities of Pubco or any successor entity issued in consideration of (including as a stock split, dividend or distribution) or in exchange for any of such securities. The parties further agree that any reference in the Registration Rights Agreement to “Common Stock” will instead refer to Pubco Common Shares (and any other securities of Pubco or any successor entity issued in consideration of (including as a stock split, dividend or distribution) or in exchange for any of such securities).

“IGI Registration Rights Agreement” means that certain Registration Rights Agreement by and among Pubco, the Purchaser Representative and the Sellers party thereto, to be entered into in connection with the consummation of the transactions contemplated by the Business Combination Agreement in substantially the form attached as Exhibit G to the Business Combination Agreement.”

“IGI Securities” means those securities included in the definition of “Registrable Securities” specified in the IGI Registration Rights Agreement.

“PIPE Securities” means any securities which the Company or Pubco may have obligations to register under the Commitment Agreements.

(d) Section 2.1.4 of the Registration Rights Agreement is hereby amended by deleting clauses (ii) through (iv) thereof and replacing it with the following: “(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco Common Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), IGI Securities of holders thereof exercising piggy-back registration rights under the IGI Registration Rights Agreement (Pro Rata in accordance with the number of equity securities that each holder has requested be included in such registration, regardless of the number of securities held by each such Holder) that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Common Shares or other equity securities of other persons or entities that Pubco is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons or entities that can be sold without exceeding the Maximum Number of Securities.”

(e) Section 2.2.2(a) of the Registration Rights Agreement is hereby amended by deleting clause (B) thereof and replacing it with the following: “(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1 hereof and the IGI Securities of the holders thereof exercising piggy-back registration rights under the IGI Registration Rights Agreement (Pro Rata in accordance with the number of securities that each such holder has requested be included in such registration, regardless of the number of securities held by each such holder) that can be sold without exceeding the Maximum Number of Securities`; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Pubco Common Shares or other equity securities of other persons or entities that Pubco is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons or entities that can be sold without exceeding the Maximum Number of Securities;”

(f) Section 2.2.2(b) of the Registration Rights Agreement is hereby amended to delete such section in its entirety and replace it with the following:

“(b) If the Registration is pursuant to a “demand” registration undertaken at the demand of holders of IGI Securities under the IGI Registration Rights Agreement, then Pubco shall include in any such registration (A) first, the IGI Securities for the account of the demanding holders, Pro Rata among such holders based on the number of IGI Securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Shares, (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Pubco Common Shares or other equity securities that Pubco desires to sell, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to this Section 2.2 (Pro Rata in accordance with the number of Registrable Securities that each such Holder has requested be included in such registration, regardless of the number of Registrable Securities held by each such Holder) that can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Pubco Common Shares or other equity securities for the account of other persons or entities that Pubco is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and”

(g) The following new Section 2.2.2(c) is hereby added to the Registration Rights Agreement:

“(c) If the registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities or the holders of IGI Securities under the IGI Registration Rights Agreement, then Pubco shall include in any such registration (A) first, the Pubco Common Shares or other equity securities, if any, of such requesting persons or entities which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Pubco Common Shares or other equity securities that Pubco desires to sell, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to this Section 2.2 and the IGI Securities of the holders thereof exercising piggy-back registration rights under the IGI Registration Rights Agreement (Pro Rata in accordance with the number of securities that each such Holder has requested be included in such registration, regardless of the number of securities held by each such holder) that can be sold without exceeding the Maximum Number of Securities;; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Pubco Common Shares or other equity securities for the account of other persons or entities that Pubco is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities;”

(h) The following new Section 2.5 is hereby added to the Registration Rights Agreement:

“2.5 The Resale Registration Statement. Within 30 days following Closing, Pubco must file a resale Registration Statement on Form F-1, F-3, S-1 or S-3 covering all Registrable Securities and must use commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as possible thereafter. Such Registration Statement may be the same Registration Statement filed by Pubco pursuant to other registration rights agreements. At such time as Pubco becomes eligible to use a Form F-3 or S-3, Pubco shall seek to convert the Form F-1 or S-1 to a Form F-3 or S-3, as applicable, with respect to Registrable Securities.”

(i) Section 5.1 of the Registration Rights Agreement is hereby amended to delete the address of the Company (and its copy thereunder) and provide that the following addresses shall be used for notices to Pubco or the Company thereunder:

If to Pubco or the Company, to:

International General Insurance Holdings Ltd.

74 Abdel Hamid Sharaf Street, P.O. Box 941428

Amman 11194, Jordan

Attn: Rawan Alsulaiman

Facsimile No.: +96265662085

Telephone No.: +962 6 562 2009

Email: Rawan.Alsulaiman@iginsure.com

With copies to (which shall not constitute notice):

Freshfields Bruckhaus Deringer LLP

Level 6, Al Sila Tower, Abu Dhabi Global Market

Square, Al Maryah Island

PO Box 129817

Attn: Michael Hilton, Esq.

Facsimile No.: +971 2 6521 777

Telephone No.: +971 2 6521 700

Email: michael.hilton@freshfields.com

and

Freshfields Bruckhaus Deringer US LLP

601 Lexington Avenue

New York, NY 10022

Attn: Omar Pringle, Esq.

Facsimile No.: (212) 277-4001

Telephone No.: (212) 277-4000

Email: omar.pringle@freshfields.com

and

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105, USA

Attn: Stuart Neuhauser, Esq.

Matthew A. Gray, Esq.

Facsimile No.: (212) 370-7889

Telephone No.: (212) 370-1300

Email: sneuhauser@egsllp.com

mgray@egsllp.com

(j) The following Section 5.8 shall be added to the Agreement:

“5.8 Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The use of the word “including”, “include” or “includes” in this Agreement shall be by way of example rather than by limitation, and shall be deemed in each case to be followed by the words “without limitation”.”

3. Acknowledgement of Other Registration Rights. The parties hereby acknowledge and agree that, notwithstanding Section 5.6 of the Registration Rights Agreement, in connection with the Transactions, Pubco will enter into the IGI Registration Rights Agreement with respect to the IGI Securities, and that the Company (and Pubco as the successor thereto) has issued certain registration rights to the holders of PIPE Securities in connection with the Commitment Agreements, and consent to the foregoing.

4. Effectiveness. Notwithstanding anything to the contrary herein, this Amendment shall only become effective upon the Closing. In the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, this Amendment and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

5. Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Registration Rights Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Registration Rights Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. Any reference to the Registration Rights Agreement in the Registration Rights Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Registration Rights Agreement, as amended by this Amendment (or as the Registration Rights Agreement may be further amended or modified in accordance with the terms thereof). The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with the provisions of the Registration Rights Agreement, including Section 5.4 thereof.

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IN WITNESS WHEREOF, each party hereto has signed or has caused to be signed by its officer thereunto duly authorized this Amendment to Registration Rights Agreement as of the date first above written.

The Company:

TIBERIUS ACQUISITION CORPORATION

By:	/s/ Andrew Poole
	Name:	Andrew Poole
	Title:	Chief Investment Officer

Pubco:

INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD.

By:	/s/ Pervez Rizvi
	Name:	Pervez Rizvi
	Title:	Chief Financial Officer

Sponsor:

LAGNIAPPE VENTURES LLC

By:	/s/ Michael Gray
	Name:	Michael Gray
	Title:	Managing Partner

[Signature Page to Amendment to Founder Registration Rights Agreement]

Other Holders:

CHURCH MUTUAL INSURANCE COMPANY

By:	/s/ Jeffrey Steffen
	Name:	Jeffrey Steffen
	Title:	SVP and CFO

IMUA T CAPITAL INVESTMENTS, LLC

By:
	Name:
	Title:

/s/ Fayez Sarofim
Fayez Sarofim

/s/ Peter Wade
Peter Wade

/s/ C. Allen Bradley, Jr.
C. Allen Bradley, Jr.

/s/ E. Benjamin Nelson
E. Benjamin Nelson

/s/ John Vollaro
John Vollaro

/s/ John Hayden
John Hayden

[Signature Page to Amendment to Founder Registration Rights Agreement]

Exhibit 10.24

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.

Pubco:

International General insurance Holdings LTD.

By:	/s/ Pervez Rizvi
	Name:	Pervez Rizvi
	Title:	Chief Financial Officer and Director

The Escrow Agent:

Continental stock transfer & trust company, as escrow agent

By:	/s/ Margaret B. Lloyd
	Name:	Margaret B. Lloyd
	Title:	Vice President

	Seller Representative:

	International General insurance Holdings LTD.

	By:	/s/ Wasef Jabsheh
		Wasef Jabsheh, solely in the capacity as the Seller Representative

[Signature Page to Escrow Agreement]

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.

Purchaser Representative:

Lagniappe Ventures, LLC, solely in the capacity as the Purchaser Representative

By:	/s/ Michael Gray
	Name:	Michael Gray
	Title:	Managing Partner

[Signature Page to Escrow Agreement]

Exhibit 10.25

EXECUTION COPY

Lagniappe Ventures LLC

3601 N. Interstate 10 Service Rd. W.
Metairie, LA 70002, U.S.A.

March 16, 2020

Wasef Jabsheh

International General Insurance Holdings Ltd.

74 Abdel Hamid Sharaf Street

PO Box 941428

Amman 11194 Jordan

International General Insurance Holdings Ltd.

74 Abdel Hamid Sharaf Street

PO Box 941428

Amman 11194 Jordan

Re: Share Transfer

Dear Wasef:

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 thereto in the Business Combination Agreement.

As a result of the transactions contemplated by the letter agreement, dated as of October 10, 2020, among the Sponsor, Jabsheh and the other parties thereto (the “Letter Agreement”), the Sponsor will own 1,973,000 Founder Shares subject to certain vesting provisions set forth in the Letter Agreement. Of these 1,973,000 Founder Shares, 462,500 Founder Shares (represented by Pubco Common Shares issued in exchange therefor in the Merger) will be subject to vesting provisions at a price of $15.25 per share pursuant to the terms of the Letter Agreement (the “Vesting Shares”).

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sponsor and each of the undersigned parties hereby agrees as follows:

The Sponsor hereby agrees that, upon and subject to the Closing, the Sponsor agrees to transfer and assign, subject to and in accordance with the terms and conditions of this Agreement, to Jabsheh 131,148 Founder Shares that will be exchanged in the Merger for 131,148 Vesting Shares (the “Transferred Shares”), free and clear of all liens, encumbrances and other security interests (except (i) as set forth in the Insider Letter (as defined below), the Letter Agreement and this Agreement, (ii) those imposed by Pubco’s Organizational Documents or applicable securities laws or (iii) those incurred by Jabsheh). The Transferred Shares shall remain subject to the terms and provisions of the Letter Agreement, including the restrictions contained in Sections 3, 4 and 5 thereof.

The Transferred Shares will be transferred by Sponsor to Jabsheh as a “permitted transferee” (as defined in the Letter Agreement, dated as of March 15, 2018 (as it may, subject to the terms hereof be amended, the “Insider Letter”), by and among Sponsor, Tiberius Acquisition Corporation and certain other insiders named therein) of Sponsor under Section 7(c) of the Insider Letter, and accordingly Jabsheh hereby agrees to become bound by the transfer restrictions in the Insider Letter with respect to the Transferred Shares that apply to the Sponsor thereunder, in addition to the other restrictions set forth in this Agreement.

This Agreement (including the Business Combination Agreement to the extent incorporated herein) constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof; provided, that for the avoidance of doubt, nothing herein shall affect the terms and conditions of the Insider Letter.

This Agreement may not be changed, amended or modified as to any particular provision, except by a written instrument executed by all parties hereto. No provision of this Agreement may be waived except in a writing signed by the party against whom enforcement of such waiver is sought. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

This Agreement shall be construed, interpreted and enforced in a manner consistent with the provisions of the Business Combination Agreement. The provisions set forth in Sections 12.3 through 12.8, 12.12 and 12.13, of the Business Combination Agreement, as in effect as of the date hereof, are hereby incorporated by reference into, and shall be deemed to apply to, this Agreement as if all references to the “Agreement” in such sections were instead references to this Agreement, and the references therein to the “Parties” were instead to the parties to this Agreement.

This Agreement shall terminate at such time, if any, as the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, and upon such termination this Agreement shall be null and void and of no effect whatsoever, and the parties hereto shall have no obligations under this Agreement.

{Remainder of Page Left Blank; Signature Page Follows}

Please indicate your agreement to the foregoing by signing in the space provided below.

LAGNIAPPE VENTURES LLC

By:	/s/ Andrew Poole
	Name:	Andrew Poole
	Title:	Chief Investment Officer

Accepted and agreed, effective as of the date first set forth above:

INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD.,

a Bermuda exempted company

By:	/s/ Pervez Rizvi
	Name:	Pervez Rizvi
	Title:	Director

/s/ Wasef Jabsheh
Wasef Jabsheh

{Signature Page to Share Transfer Letter}

Exhibit 10.26

INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD.

2020 OMNIBUS INCENTIVE PLAN

Article I
PURPOSE

The purpose of this 2020 Omnibus Incentive Plan of International General Insurance Holdings Ltd., a Bermuda exempted company, is to enhance the profitability and value of the Company for the benefit of its shareholders by enabling the Company to offer Eligible Individuals cash and share-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s shareholders. The Plan is effective as of the date set forth in Article XV.

This Plan has been structured as a U.S.-style omnibus equity incentive plan in connection with the Company’s listing on the Nasdaq Capital Market in the United States. The Plan includes elements that would be applicable for US employees, including references to the Code, Section 409A of the Code, Incentive Stock Options, and Code Section 83(b) elections. These elements will not be applicable to employees residing or employed outside of the United States. The Committee may adopt special guidelines and provisions for employees who are residing in or employed in, or subject to the taxes of, any non-U.S. jurisdiction in order to comply with applicable tax and securities laws of such other jurisdictions in accordance with Section 3.3 hereof.

Article II
DEFINITIONS

For purposes of the Plan, the following terms shall have the following meanings:

2.1 “Affiliate” means each of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation, company, trade or business (including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; or (d) any trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company.

2.2 “Award” means any award under the Plan of any Stock Option, Share Appreciation Right, Restricted Share Award, Performance Award, Other Share-Based Award or Other Cash-Based Award. All Awards shall be confirmed by, and subject to the terms of, an Award Agreement executed by the Committee and the Participant.

2.3 “Award Agreement” means the written or electronic agreement setting forth the terms and conditions applicable to an Award.

2.4 “Award Cap” has the meaning set forth in Section 4.1(a).

2.5 “Board” means the Board of Directors of the Company.

2.6 “Bye-laws” means the bye-laws of the Company, as amended and in effect from time to time.

2.7 “Cause” means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant’s Termination of Employment or Termination of Consultancy, the following: (a) in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award (or where there is such an agreement but it does not define “cause” (or words of like import)), termination due to a Participant’s insubordination, dishonesty, fraud, incompetence, moral turpitude, willful misconduct, refusal to perform the Participant’s duties or responsibilities for any reason other than illness or incapacity or materially unsatisfactory performance of the Participant’s duties for the Company or an Affiliate, as determined by the Committee in its good faith discretion, or material breach of any employment or other material written agreement between the Participant and the Company or its Affiliates; (b) in the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award that defines “cause” (or words of like import), “cause” as defined under such agreement; provided, however, that with regard to any agreement under which the definition of “cause” only applies on occurrence of a change in control, such definition of “cause” shall not apply until a change in control actually takes place and then only with regard to a termination thereafter; or (c) with respect to a Participant’s Termination of Directorship, as defined under the Bye-laws.

2.8 “Change in Control” has the meaning set forth in Section 11.2.

2.9 “Change in Control Price” has the meaning set forth in Section 11.1.

2.10 “Code” means the U.S. Internal Revenue Code of 1986, as amended. Any reference to any section of the Code shall also be a reference to any successor provision and any treasury regulation promulgated or rulings of general application issued by the Internal Revenue Service thereunder.

2.11 “Committee” means any committee of the Board duly authorized by the Board to administer the Plan. If no committee is duly authorized by the Board to administer the Plan, the term “Committee” shall be deemed to refer to the Board for all purposes under the Plan.

2.12 “Common Shares” means the common shares, $0.01 par value per share, of the Company.

2.13 “Company” means [Pubco], a Bermuda exempted company, and its successors by operation of law.

2.14 “Consultant” means any Person who is an advisor or consultant to the Company or its Affiliates (provided that any such Person also meets the eligibility requirements for employees specified in the instructions to Form S-8 under the Securities Act).

2.15 “Date of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization; provided, that for purposes of determining the Date of Grant of a Stock Option, such date will be determined in a manner consistent with Section 409A of the Code.

2.16 “Disability” means, unless otherwise determined by the Committee in the applicable Award Agreement, a “permanent and total” disability incurred by a Participant while in the employment or service of the Company or an Affiliate. For this purpose, a permanent and total disability shall mean that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. The determination of whether a Participant has incurred a permanent and total disability shall be made by a physician designated by the Committee, whose determination shall be final and binding.

2.17 “Effective Date” means the effective date of the Plan as defined in Article XV.

2.18 “Eligible Employees” means each employee or officer of the Company, any Subsidiary, any Parent or any other Affiliate (provided that any such employee or officer also meets the eligibility requirements for employees specified in the instructions to Form S-8 under the Securities Act).

2.19 “Eligible Individual” means an Eligible Employee, Non-Employee Director or Consultant who is designated by the Committee in its discretion as eligible to receive Awards subject to the conditions set forth herein.

2.20 “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. Reference to a specific section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.21 “Fair Market Value” means, for purposes of the Plan, unless otherwise required by any applicable provision of the Code, as of any date and except as provided below, the closing price reported for the Common Shares on the applicable date: (a) as reported on the principal national securities exchange in the United States on which it is then traded or (b) if the Common Shares are not traded, listed or otherwise reported or quoted, the Committee shall determine in good faith the Fair Market Value in whatever manner it considers appropriate and in compliance with Section 409A of the Code. If the Common Shares are publicly traded, listed or otherwise reported or quoted, and there are no sales on such date, the Fair Market Value shall be the closing price reported for the Common Shares on the next preceding trading day during which a sale occurred.

2.22 “Family Member” means “family member” as defined in Section A.1.(a)(5) of the general instructions of Form S-8 under the Securities Act.

2.23 “General Share Appreciation Right” means any Share Appreciation Right other than a Limited Share Appreciation Right.

2.24 “Incentive Stock Option” means any Stock Option awarded to an Eligible Employee under the Plan intended to be and designated as an “Incentive Stock Option” within the meaning of Section 422 of the Code.

2.25 “Limited Share Appreciation Right” has the meaning given to it in Section 7.5 hereof.

2.26 “Non-Employee Director” means a director of the Company or any Affiliate who is not an active employee of the Company or any Affiliate.

2.27 “Non-Qualified Stock Option” means any Stock Option awarded under the Plan that is not an Incentive Stock Option.

2.28 “Non-Tandem Share Appreciation Right” shall mean the right to receive an amount in cash and/or Common Shares equal to the difference between (a) the Fair Market Value of a Common Share on the date such right is exercised, and (b) the aggregate exercise price of such right, otherwise than on surrender of a Stock Option.

2.29 “Other Cash-Based Award” means an Award granted pursuant to Section 10.3 of the Plan and payable in cash at such time or times and subject to such terms and conditions as determined by the Committee in its sole discretion and as set forth in the applicable Award Agreement.

2.30 “Other Share-Based Award” means an Award under Article X of the Plan that is valued in whole or in part by reference to, or is payable in or otherwise based on, Common Shares, including, without limitation, an Award valued by reference to the Fair Market Value of an Affiliate.

2.31 “Parent” means any parent corporation (or other company, association, partnership, limited liability company or other entity, including any comparable non-US entity, that is the parent) of the Company.

2.32 “Participant” means an Eligible Individual to whom an Award has been granted pursuant to the Plan.

2.33 “Performance Award” means an Award granted to a Participant pursuant to Article IX hereof contingent upon achieving certain Performance Goals.

2.34 “Performance Goals” means goals established by the Committee, in its sole discretion, as contingencies for Awards to vest and/or become exercisable or distributable.

2.35 “Performance Period” means the designated period during which the Performance Goals must be satisfied with respect to an Award to which the Performance Goals relate.

2.36 “Person” has the meaning set forth in Section 11.2(a).

2.37 “Plan” means this 2020 Omnibus Incentive Plan of International General Insurance Holdings Ltd., as amended from time to time.

2.38 “Proceeding” has the meaning set forth in Section 14.9.

2.39 “Reference Stock Option” has the meaning set forth in Section 7.1.

2.40 “Reorganization” has the meaning set forth in Section 4.2(b)(ii).

2.41 “Restricted Shares” means an Award of Common Shares under the Plan that is subject to restrictions under Article VIII.

2.42 “Restricted Share Award” means the Award of Restricted Shares.

2.43 “Restriction Period” has the meaning set forth in Section 8.3(a) with respect to Restricted Shares.

2.44 “Rule 16b-3” means Rule 16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor provision.

2.45 “Securities Act” means the U.S. Securities Act of 1933, as amended and all rules and regulations promulgated thereunder. Reference to a specific section of the Securities Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.46 “Share Appreciation Right” shall mean the right pursuant to an Award granted under Article VII.

2.47 “Stock Option” or “Option” means any option to purchase Common Shares granted to Eligible Individuals pursuant to Article VI.

2.48 “Subsidiary” means, with respect any specified Person:

(i)

any corporation, company, association or other business entity of which more than 50% of the total voting power of shares of voting securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement or shareholders’ agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(ii)

any partnership or limited liability company (or any comparable foreign entity) (a) the sole general partner or managing member (or functional equivalent thereof) or the managing general partner of which is such Person or Subsidiary of such Person or (b) the only general partners or managing members (or functional equivalents thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

2.49 “Tandem Share Appreciation Right” shall mean the right to surrender to the Company all (or a portion) of a Stock Option in exchange for an amount in cash and/or Common Shares equal to the difference between (i) the Fair Market Value on the date such Stock Option (or such portion thereof) is surrendered, of the Common Shares covered by such Stock Option (or such portion thereof), and (ii) the aggregate exercise price of such Stock Option (or such portion thereof).

2.50 “Ten Percent Shareholder” means a Person owning shares possessing more than ten percent (10%) of the total combined voting power of all classes of issued and outstanding shares of the Company, its Subsidiaries or its Parent.

2.51 “Termination” means a Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

2.52 “Termination of Consultancy” means: (a) that the Consultant is no longer acting as a consultant to the Company or an Affiliate; or (b) when an entity which is retaining a Participant as a Consultant ceases to be an Affiliate unless the Participant otherwise is, or thereupon becomes, a Consultant to the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that a Consultant becomes an Eligible Employee or a Non-Employee Director upon the termination of such Consultant’s consultancy, unless otherwise determined by the Committee in its sole discretion, no Termination of Consultancy shall be deemed to occur until such time as such Consultant is no longer a Consultant, an Eligible Employee or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Consultancy in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Consultancy thereafter.

2.53 “Termination of Directorship” means that the Non-Employee Director has ceased to be a director of the Company; except that if a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of such Non-Employee Director’s directorship, such Non-Employee Director’s ceasing to be a director of the Company shall not be treated as a Termination of Directorship unless and until the Participant has a Termination of Employment or Termination of Consultancy, as the case may be.

2.54 “Termination of Employment” means: (a) a termination of employment of a Participant from the Company and its Affiliates; or (b) when an entity which is employing a Participant ceases to be an Affiliate, unless the Participant otherwise is, or thereupon becomes, employed by the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that an Eligible Employee becomes a Consultant or a Non-Employee Director upon the termination of such Eligible Employee’s employment, unless otherwise determined by the Committee, in its sole discretion, no Termination of Employment shall be deemed to occur until such time as such Eligible Employee is no longer an Eligible Employee, a Consultant or a Non-Employee Director. Notwithstanding the foregoing, (a) the Committee may otherwise define Termination of Employment in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Employment thereafter and (b) to the extent necessary to avoid liability under Section 409A of the Code, and such Termination of Employment shall constitute a “Separation from Service” as defined in Section 409A of the Code.

2.55 “Transfer” means: (a) when used as a noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation, encumbrance or other disposition (including the issuance of equity in any entity), whether for value or no value and whether voluntary or involuntary (including by operation of law), and (b) when used as a verb, to directly or indirectly transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise dispose of (including the issuance of equity in any entity) whether for value or for no value and whether voluntarily or involuntarily (including by operation of law). “Transferred” and “Transferable” shall have a correlative meaning.

Article III
ADMINISTRATION

3.1 The Committee. The Plan shall be administered and interpreted by the Committee. Unless the entire Board constitutes the Committee, it is intended that each member of the Committee shall qualify as (a) a “non-employee director” under Rule 16b-3 and (b) “an “independent director” under the rules of any national securities exchange or national securities association, as applicable. If it is later determined that one or more members of the Committee do not so qualify, actions taken by the Committee prior to such determination shall be valid despite such failure to qualify.

3.2 Grants of Awards. The Committee shall have full authority to grant, pursuant to the terms of the Plan, to Eligible Individuals: (i) Stock Options, (ii) Share Appreciation Rights, (iii) Restricted Share Awards, (iv) Performance Awards; (v) Other Share-Based Awards; and (vi) Other Cash-Based Awards. In particular, the Committee shall have the authority:

(a) to select the Eligible Individuals to whom Awards may from time to time be granted hereunder;

(b) to determine whether and to what extent Awards, or any combination thereof, are to be granted hereunder to one or more Eligible Individuals;

(d) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder (including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the Common Shares relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion);

(e) to determine the amount of cash to be covered by each Award granted hereunder;

(f) to determine whether, to what extent and under what circumstances grants of Options and other Awards under the Plan are to operate on a tandem basis and/or in conjunction with or apart from other awards made by the Company outside of the Plan;

(g) to determine whether and under what circumstances a Stock Option may be settled in cash, Common Shares and/or Restricted Shares under Section 6.4(d);

(h) to determine whether a Stock Option is an Incentive Stock Option or Non-Qualified Stock Option;

(i) to determine whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of shares acquired pursuant to the exercise of an Award for a period of time as determined by the Committee, in its sole discretion, following the date of the acquisition of such Award;

(j) to modify, extend or renew an Award, subject to Article XII and Section 6.4(l); and

(k) solely to the extent permitted by applicable law, to determine whether, to what extent and under what circumstances to provide loans (which may be on a recourse basis and shall bear interest at the rate the Committee shall provide) to Participants in order to exercise Options under the Plan.

3.3 Guidelines. Subject to Article XII hereof, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted by applicable law and applicable stock exchange rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of the Plan. The Committee may adopt special guidelines and provisions for Persons who are residing in or employed in, or subject to, the taxes of, any domestic or foreign jurisdictions to comply with applicable tax and securities laws of such domestic or foreign jurisdictions. Notwithstanding the foregoing, no action of the Committee under this Section 3.3 shall impair the rights of any Participant without the Participant’s consent. The Plan is intended to comply with the applicable requirements of Rule 16b-3 and the Plan shall be limited, construed and interpreted in a manner so as to comply therewith.

3.4 Decisions Final. Any decision, interpretation or other action made or taken in good faith by or at the direction of the Company, the Board or the Committee (or any of its members) arising out of or in connection with the Plan shall be within the absolute discretion of all and each of them, as the case may be, and shall be final, binding and conclusive on the Company and all employees and Participants and their respective heirs, executors, administrators, successors and assigns.

3.5 Procedures. Unless the entire Board constitutes the Committee, if the Committee is appointed, the Board shall designate one of the members of the Committee as chairman and the Committee shall hold meetings, subject to the Bye-laws, at such times and places as it shall deem advisable, including, without limitation, by telephone conference or adoption of written resolutions. A majority of the Committee members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by all of the Committee members in accordance with the Bye-laws shall be fully effective as if it had been made by a vote at a meeting duly called and held. The Committee shall keep minutes of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable.

3.6 Designation of Consultants/Liability.

(a) The Committee may designate employees of the Company and professional advisors to assist the Committee in the administration of the Plan and (to the extent permitted by applicable law and applicable exchange rules) may grant authority to directors and officers of the Company to execute agreements or other documents on behalf of the Committee. In the event of any designation of authority hereunder, subject to applicable law, applicable stock exchange rules and any limitations imposed by the Committee in connection with such designation, such designee or designees shall have the power and authority to take such actions, exercise such powers and make such determinations that are otherwise specifically designated to the Committee hereunder.

(b) The Committee may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Reasonable expenses incurred by the Committee or the Board in the engagement of any such counsel, consultant or agent shall be paid by the Company. The Committee, its members and any Person designated pursuant to sub-section (a) above shall not be liable for any action or determination made in good faith with respect to the Plan. To the maximum extent permitted by applicable law, no officer of the Company or member or former member of the Committee or of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under it.

3.7 Indemnification. To the maximum extent permitted by applicable law and the Bye-laws and to the extent not covered by insurance directly insuring such Person, each officer or employee of the Company or any Affiliate and member or former member of the Committee or the Board shall be indemnified and held harmless by the Company against any cost or expense (including reasonable fees of counsel reasonably acceptable to the Committee) or liability (including any sum paid in settlement of a claim with the approval of the Board), arising out of any act or omission in connection with the administration of the Plan, and advanced amounts necessary to pay the foregoing at the earliest time and to the fullest extent permitted, except to the extent arising out of such officer’s, employee’s, member’s or former member’s own fraud, willful criminal act or omission, dishonesty or bad faith. Such indemnification shall be in addition to any right of indemnification the employees, officers, directors of the Company or members of the Committee or former officers, directors of the Company or members of the Committee may have under applicable law or under the Bye-laws or the bye-laws (or similar constitutional document) of any Affiliate. Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations made by a Participant with regard to Awards granted to such Participant under the Plan.

Article IV
SHARE LIMITATION

4.1 Shares.

(a) The aggregate number of Common Shares that may be issued with respect to Awards, which may be granted under the Plan shall not exceed a number of Common Shares equal to ten percent (10%) of the number of issued and outstanding Common Shares of the Company immediately after the consummation of the transactions contemplated by that certain Business Combination Agreement, dated as of October 10, 2019, as amended, by and among Tiberius Acquisition Corporation, International General Insurance Holdings Ltd., the Company and certain other parties named therein (subject to any increase or decrease pursuant to Section 4.2) (the “Award Cap”), which may be either authorized and unissued Common Shares or Common Shares held in or acquired for the treasury of the Company or both. The maximum number of Common Shares with respect to which Incentive Stock Options may be granted under the Plan shall be a number of Common Shares equal to 100% of the Award Cap. With respect to Share Appreciation Rights settled in Common Shares, upon settlement, the total number of Common Shares subject to such Share Appreciation Rights shall count against the aggregate and individual share limitations set forth under this Section 4.1. In consideration for the Participant’s continuous service to the Company, any Common Shares that are issued under the Plan shall be issued fully paid.

(b) If any Option or Other Share-Based Award granted under the Plan expires, terminates, is forfeited, reacquired, settled for cash (in whole or in part) or is unearned (in whole or in part) or is canceled for any reason without having been exercised in full, the number of Common Shares underlying any such Award shall again be available for the purpose of Awards under the Plan to the extent of such cancellation, reacquire, forfeiture, expiration, cash settlement or unearned amount. If any Restricted Shares, Performance Awards or Other Share-Based Awards denominated in Common Shares awarded under the Plan to a Participant expire, are cancelled, forfeited, reacquired, or are unearned (in whole or in part) for any reason, the number of such shares subject to such Restricted Shares, Performance Awards or Other Share-Based Awards shall again be available for purposes of Awards under the Plan to the extent of such cancellation, reacquire, forfeiture, expiration or unearned amount. If a Tandem Share Appreciation Right or a Limited Share Appreciation Right is granted in tandem with an Option, such grant shall only apply once against the maximum number of Common Shares which may be issued under the Plan. Any Award under the Plan settled in cash shall not be counted against the foregoing maximum share limitations. If, under this Plan, a Participant has elected to give up the right to receive compensation in exchange for Common Shares under this Plan based on Fair Market Value, such Common Shares will not count against the aggregate limit under this Section 4.1(a). Notwithstanding anything to the contrary contained in this Plan, (i) Common Shares withheld by the Company, tendered or otherwise used in payment of the exercise price of an Option, (ii) Common Shares withheld by the Company, tendered or otherwise used to satisfy tax withholding, and (iii) Common Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Stock Options will not be added (or added back, as applicable) to the aggregate number of Common Shares available under this Section 4.1(a) of the Plan.

(c) Annual Non-Employee Director Compensation Limitation. Notwithstanding anything to the contrary contained in this Article IV or elsewhere in the Plan, in no event will any individual Non-Employee Director in any fiscal year of the Company be granted compensation for such Non-Employee Director service having an aggregate maximum value (computed as of the date of grant in accordance with applicable financial accounting rules) exceeding $500,000.

4.2 Changes.

(a) The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board, the Committee or the shareholders of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger, amalgamation or consolidation of the Company or any Affiliate, (iii) any issuance of bonds, debentures, preferred or prior preference shares ahead of or affecting the Common Shares, (iv) the dissolution or liquidation of the Company or any Affiliate, (v) any sale or Transfer of all or part of the assets or business of the Company or any Affiliate or (vi) any other corporate act or proceeding.

(b) Subject to the provisions of Section 11.1:

(i) If the Company at any time subdivides (by any split, recapitalization or otherwise) the issued and outstanding Common Shares into a greater number of Common Shares, or consolidates (by reverse split, consolidation or otherwise) its issued and outstanding Common Shares into a lesser number of Common Shares, or engages in any other corporate transaction or event having an effect substantially similar to the foregoing, then the respective exercise prices for outstanding Awards that provide for a Participant elected exercise and the number of Common Shares covered by outstanding Awards, and other Award terms, shall be appropriately adjusted by the Committee, in its sole discretion, as it determines is equitably required to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.

(ii) Excepting transactions covered by Section 4.2(b)(i), if the Company effects any merger, amalgamation, consolidation, statutory exchange, spin-off, reorganization, sale or Transfer of all or substantially all the Company’s assets or business, or other corporate transaction or event having an effect substantially similar to the foregoing in such a manner that the Company’s issued and outstanding Common Shares are converted into the right to receive (or the holders of Common Shares are entitled to receive in exchange therefor), either immediately or upon liquidation of the Company, securities or other property of the Company or other entity (each, a “Reorganization”), then, subject to the provisions of Section 11.1, the Committee shall make or provide for such adjustments in the number of and kind of securities covered by any Award granted hereunder, in the exercise price provided in outstanding Awards, and in other Award terms, as the Committee, in its sole discretion, determines is equitably required to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.

(iii) If there shall occur any change in the capital structure of the Company other than those covered by Section 4.2(b)(i) or 4.2(b)(ii), including by reason of any extraordinary dividend (whether cash or equity), any conversion, any adjustment, any issuance of any class of securities convertible or exercisable into, or exercisable for, any class of equity securities of the Company, or any other corporate transaction or event having an effect substantially similar to the foregoing, then the Committee shall adjust any Award and its terms and make such other adjustments to the Plan, as the Committee, in its sole discretion, determines is equitably required to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.

(iv) If there shall occur any transaction or event described in Section 4.2(b)(ii) or a Change in Control, for each Stock Option or Share Appreciation Right with an exercise price greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its sole discretion elect to cancel such Stock Option or Share Appreciation Right without any payment to the person holding such Stock Option or Share Appreciation Right.

(v) Any such adjustment determined by the Committee pursuant to this Section 4.2(b) shall be final, binding and conclusive on the Company and all Participants and their respective heirs, executors, administrators, successors and permitted assigns. Except as expressly provided in this Section 4.2 or in the applicable Award Agreement, a Participant shall have no additional rights under the Plan by reason of any transaction or event described in this Section 4.2.

(vi) Fractional Common Shares resulting from any adjustment in Awards pursuant to Section 4.2(a) or this Section 4.2(b) shall be aggregated until, and eliminated at, the time of exercise or payment by rounding-down for fractions less than one-half and rounding-up for fractions equal to or greater than one-half. No cash settlements shall be required with respect to fractional shares eliminated by rounding. Notice of any adjustment shall be given by the Committee to each Participant whose Award has been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.

4.3 Minimum Purchase Price. Notwithstanding any provision of the Plan to the contrary, if authorized but previously unissued Common Shares are issued under the Plan, such Common Shares shall not be issued for a consideration that is less than their par value.

Article V
ELIGIBILITY

5.1 General Eligibility. All current and prospective Eligible Individuals are eligible to be granted Awards. Eligibility for the grant of Awards and actual participation in the Plan shall be determined by the Committee in its sole discretion.

5.2 Incentive Stock Options. Notwithstanding the foregoing, only Eligible Employees are eligible to be granted Incentive Stock Options under the Plan. The grant of an Incentive Stock Option and actual participation in the Plan shall be determined by the Committee in its sole discretion.

5.3 General Requirement. The vesting and exercise of Awards granted to a prospective Eligible Individual are conditioned upon such individual actually becoming an Eligible Employee, Consultant or Non-Employee Director, respectively.

Article VI
STOCK OPTIONS

6.1 Options. Stock Options may be granted alone or in addition to other Awards granted under the Plan. Each Stock Option granted under the Plan shall be of one of two types: (a) an Incentive Stock Option or (b) a Non-Qualified Stock Option.

6.2 Grants. The Committee shall have the authority to grant to any Eligible Employee one or more Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options. The Committee shall have the authority to grant any Consultant or Non-Employee Director one or more Non-Qualified Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Stock Option or the portion thereof which does not so qualify shall constitute a separate Non-Qualified Stock Option.

6.3 Incentive Stock Options. Notwithstanding anything in the Plan to the contrary, no term of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the Participants affected, to disqualify any Incentive Stock Option under such Section 422.

6.4 Terms of Options. Options granted under the Plan shall be subject to the following terms and conditions and shall be in such form and contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a) Exercise Price. The exercise price per Common Share subject to a Stock Option shall be determined by the Committee on the Date of Grant, provided that the per share exercise price of a Stock Option shall not be less than 100% (or, in the case of an Incentive Stock Option granted to a Ten Percent Shareholder, 110%) of the Fair Market Value of such Common Shares on the Date of Grant and provided further that such exercise price shall in no event be less than the par value of the share covered by such Stock Option.

(b) Stock Option Term. The term of each Stock Option shall be fixed by the Committee, provided that no Stock Option shall be exercisable more than 10 years after the Date of Grant; provided, that the term of an Incentive Stock Option granted to a Ten Percent Shareholder shall not exceed five years from the Date of Grant.

(c) Exercisability. Unless otherwise provided by the Committee in accordance with the provisions of this Section 6.4, Stock Options granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee on the Date of Grant. If the Committee provides, in its discretion, that any Stock Option is exercisable subject to certain limitations (including, without limitation, that such Stock Option is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after the Date of Grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such Stock Option may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion.

(d) Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under Section 6.4(c), to the extent vested, Stock Options may be exercised in whole or in part at any time during the Option term, by giving written notice of exercise to the Company specifying the number of Common Shares to be purchased. Such notice shall be accompanied by payment in full of the purchase price as follows: (i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by applicable law, if the Common Shares are traded on a national securities exchange, and the Committee authorizes, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount equal to the purchase price; or (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, having the Company withhold Common Shares issuable upon exercise of the Stock Option, or by payment in full or in part in the form of Common Shares owned by the Participant, based on the Fair Market Value of the Common Shares on the payment date as determined by the Committee). No Common Shares shall be issued until payment therefor, as provided herein, has been made.

(e) Non-Transferability of Options. No Stock Option shall be Transferable by the Participant other than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable only by the Participant during the Participant’s lifetime. Notwithstanding the foregoing, the Committee may determine, in its sole discretion, at the Date of Grant or thereafter that a Non-Qualified Stock Option that is otherwise not Transferable pursuant to this Section 6.4(e) is Transferable to a Family Member in whole or in part and in such circumstances, and under such conditions, as specified by the Committee. A Non-Qualified Stock Option that is Transferred to a Family Member pursuant to the preceding sentence (i) may not be subsequently Transferred other than by will or by the laws of descent and distribution and (ii) shall remain subject to the terms of the Plan and the applicable Award Agreement. Any Common Shares acquired upon the exercise of a Non-Qualified Stock Option by a permissible transferee of a Non-Qualified Stock Option or a permissible transferee pursuant to a Transfer after the exercise of the Non-Qualified Stock Option shall be subject to the terms of the Plan and the applicable Award Agreement. Unless otherwise determined by the Committee, in no event will any Stock Option granted under this Plan be Transferred for value.

(f) Termination by Death or Disability. Unless otherwise determined by the Committee at the Date of Grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by reason of death or Disability, all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant (or in the case of the Participant’s death, by the legal representative of the Participant’s estate) at any time within a period of one (1) year from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options; provided, however, that, in the event of a Participant’s Termination by reason of Disability, if the Participant dies within such exercise period, all unexercised Stock Options held by such Participant shall thereafter be exercisable, to the extent to which they were exercisable at the time of death, for a period of one (1) year from the date of such death, but in no event beyond the expiration of the stated term of such Stock Options.

(g) Involuntary Termination Without Cause. Unless otherwise determined by the Committee at the Date of Grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by involuntary termination by the Company without Cause, all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of ninety (90) days from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options.

(h) Voluntary Resignation. Unless otherwise determined by the Committee at the Date of Grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by voluntary resignation (other than a voluntary Termination described in Section 6.4(i)(y) hereof), all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of ninety (90) days from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options.

(i) Termination for Cause. Unless otherwise determined by the Committee at the Date of Grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination (x) is for Cause or (y) is a voluntary Termination (as provided in Section 6.4(h)) after the occurrence of an event that would, in the sole discretion of the Committee, be grounds for a Termination for Cause, all Stock Options, whether vested or not vested, that are held by such Participant shall thereupon terminate and expire as of the date of such Termination.

(j) Unvested Stock Options. Unless otherwise determined by the Committee at the Date of Grant, or if no rights of the Participant are reduced, thereafter, Stock Options that are not vested as of the date of a Participant’s Termination for any reason shall terminate and expire as of the date of such Termination.

(k) Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined as of the Date of Grant) of the Common Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year under the Plan and/or any other stock option plan of the Company, any Subsidiary or any Parent exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options. In addition, if a Participant does not remain employed by the Company, any Subsidiary or any Parent at all times from the time an Incentive Stock Option is granted until three (3) months prior to the date of exercise thereof (or such other period as required by applicable law), such Stock Option shall be treated as a Non-Qualified Stock Option. Should any provision of the Plan not be necessary in order for the Stock Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may amend the Plan accordingly, subject to the approval of the Board.

(l) Form, Modification, Extension and Renewal of Stock Options. Subject to the terms and conditions and within the limitations of the Plan, Stock Options shall be evidenced by such form of Award Agreement as is approved by the Committee, and the Committee may, in its sole discretion and subject to the requirements of applicable law, (i) modify, extend or renew outstanding Stock Options granted under the Plan (provided that the rights of a Participant are not reduced without such Participant’s consent), and (ii) accept the surrender of outstanding Stock Options (to the extent not theretofore exercised) and authorize the granting of new Stock Options in substitution therefor (to the extent not theretofore exercised). Notwithstanding the foregoing, an outstanding Option may not be modified to reduce the exercise price thereof or cancel an outstanding “underwater” Option in exchange for cash, another Award or a Stock Option with an exercise price that is less than the exercise price of the original Option, nor may a new Option at a lower price be substituted for a surrendered Option (other than in all cases adjustments or substitutions in accordance with Section 4.2), unless such action is approved by the shareholders of the Company.

(m) Dividends. Stock Options granted under this Plan may not provide for any dividends or dividend equivalents thereon.

(n) Other Terms and Conditions. The Committee may include a provision in an Award Agreement providing for the automatic exercise of a Non-Qualified Stock Option on a cashless basis on the last day of the term of such Option if the Participant has failed to exercise the Non-Qualified Stock Option as of such date, with respect to which the Fair Market Value of the Common Shares underlying the Non-Qualified Stock Option exceeds the exercise price of such Non-Qualified Stock Option on the date of expiration of such Option, subject to Section 14.4. Stock Options may contain such other provisions, which shall not be inconsistent with any of the terms of the Plan, as the Committee shall deem appropriate.

Article VII
SHARE APPRECIATION RIGHTS

7.1 Tandem Share Appreciation Rights. Share Appreciation Rights may be granted in conjunction with all or part of any Stock Option (a “Reference Stock Option”) granted under the Plan (“Tandem Share Appreciation Rights”). In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of the grant of such Reference Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of the grant of such Reference Stock Option.

7.2 Terms and Conditions of Tandem Share Appreciation Rights. Tandem Share Appreciation Rights granted hereunder shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, and the following:

(a) Exercise Price. The exercise price per Common Share subject to a Tandem Share Appreciation Right shall be determined by the Committee on the Date of Grant, provided that the per share exercise price of a Tandem Share Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Shares on the Date of Grant and provided further that such exercise price shall in no event be less than the par value of the shares covered by such Tandem Share Appreciation Righ.

(b) Term. A Tandem Share Appreciation Right or applicable portion thereof granted with respect to a Reference Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the Reference Stock Option, except that, unless otherwise determined by the Committee, in its sole discretion, at the Date of Grant, a Tandem Share Appreciation Right granted with respect to less than the full number of shares covered by the Reference Stock Option shall not be reduced until, and then only to the extent that the exercise or termination of the Reference Stock Option causes, the number of shares covered by the Tandem Share Appreciation Right to exceed the number of shares remaining available and unexercised under the Reference Stock Option.

(c) Exercisability. Tandem Share Appreciation Rights shall be exercisable only at such time or times and to the extent that the Reference Stock Options to which they relate shall be exercisable in accordance with the provisions of Article VI, and shall be subject to the provisions of Section 6.4(c).

(d) Method of Exercise. A Tandem Share Appreciation Right may be exercised by the Participant by surrendering the applicable portion of the Reference Stock Option. Upon such exercise and surrender, the Participant shall be entitled to receive an amount determined in the manner prescribed in this Section 7.2. Reference Stock Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent that the related Tandem Share Appreciation Rights have been exercised.

(e) Payment. Upon the exercise of a Tandem Share Appreciation Right, a Participant shall be entitled to receive up to, but no more than, an amount in cash and/or Common Shares (as chosen by the Committee in its sole discretion) equal in value to the excess of the Fair Market Value of one Common Share over the Reference Stock Option exercise price per share specified in the Reference Stock Option agreement multiplied by the number of Common Shares in respect of which the Tandem Share Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment.

(f) Deemed Exercise of Reference Stock Option. Upon the exercise of a Tandem Share Appreciation Right, the Reference Stock Option or part thereof to which such Share Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Article IV of the Plan on the number of Common Shares to be issued under the Plan.

(g) Dividends. Tandem Share Appreciation Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.

(h) Non-Transferability. Tandem Share Appreciation Rights shall be Transferable only when and to the extent that the underlying Stock Option would be Transferable under Section 6.4(e) of the Plan. Unless otherwise determined by the Committee, in no event will any Tandem Share Appreciation Right granted under this Plan be Transferred for value.

7.3 Non-Tandem Share Appreciation Rights. Non-Tandem Share Appreciation Rights may also be granted without reference to any Stock Options granted under the Plan.

7.4 Terms and Conditions of Non-Tandem Share Appreciation Rights. Non-Tandem Share Appreciation Rights granted hereunder shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, and the following:

(a) Exercise Price. The exercise price per Common Share subject to a Non-Tandem Share Appreciation Right shall be determined by the Committee on the Date of Grant, provided that the per share exercise price of a Non-Tandem Share Appreciation Right shall not be less than 100% of the Fair Market Value of such Common Shares on the Date of Grant and provided further that such exercise price shall in no event be less than the par value of the shares covered by such Non-Tandem Share Appreciation Right.

(b) Term. The term of each Non-Tandem Share Appreciation Right shall be fixed by the Committee, but shall not be greater than ten (10) years after the Date of Grant.

(c) Exercisability. Unless otherwise provided by the Committee in accordance with the provisions of this Section 7.4, Non-Tandem Share Appreciation Rights granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee on the Date of Grant. If the Committee provides, in its discretion, that any such right is exercisable subject to certain limitations (including, without limitation, that it is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such right may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion.

(d) Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under Section 7.4(c), Non-Tandem Share Appreciation Rights may be exercised in whole or in part at any time in accordance with the applicable Award Agreement, by giving written notice of exercise to the Company specifying the number of Non-Tandem Share Appreciation Rights to be exercised.

(e) Payment. Upon the exercise of a Non-Tandem Share Appreciation Right a Participant shall be entitled to receive, for each right exercised, up to, but no more than, an amount in cash and/or Common Shares (as chosen by the Committee in its sole discretion) equal in value to the excess of the Fair Market Value of one (1) Common Share on the date that the right is exercised over the Fair Market Value of one (1) Common Share on the date that the right was awarded to the Participant.

(f) Dividends. Non-Tandem Share Appreciation Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.

(g) Termination. Unless otherwise determined by the Committee at the Date of Grant or, if no rights of the Participant are reduced, thereafter, subject to the provisions of the applicable Award Agreement and the Plan, upon a Participant’s Termination for any reason, Non-Tandem Share Appreciation Rights will remain exercisable following a Participant’s Termination on the same basis as Stock Options would be exercisable following a Participant’s Termination in accordance with the provisions of Sections 6.4(f) through 6.4(j).

(h) Non-Transferability. No Non-Tandem Share Appreciation Rights shall be Transferable by the Participant other than by will or by the laws of descent and distribution, and all such rights shall be exercisable, during the Participant’s lifetime, only by the Participant. Unless otherwise determined by the Committee, in no event will any Non-Tandem Share Appreciation Right granted under this Plan be Transferred for value.

7.5 Limited Share Appreciation Rights. The Committee may, in its sole discretion, grant Tandem and Non-Tandem Share Appreciation Rights either as a General Share Appreciation Right or as a Limited Share Appreciation Right. Limited Share Appreciation Rights may be exercised only upon the occurrence of a Change in Control or such other event as the Committee may, in its sole discretion, designate at the Date of Grant or thereafter (“Limited Share Appreciation Right”). Upon the exercise of Limited Share Appreciation Rights, except as otherwise provided in an Award Agreement, the Participant shall receive in cash and/or Common Shares, as determined by the Committee, an amount equal to the amount (i) set forth in Section 7.2(e) with respect to Tandem Share Appreciation Rights, or (ii) set forth in Section 7.4(e) with respect to Non-Tandem Share Appreciation Rights.

7.6 Modification of Share Appreciation Rights. An outstanding Share Appreciation Right may not be modified to reduce the exercise price thereof or cancel an outstanding “underwater” Share Appreciation Right in exchange for cash, another Award or a Share Appreciation Right with an exercise price that is less than the exercise price of the original Share Appreciation Right, nor may a new Share Appreciation Right at a lower price be substituted for a surrendered Share Appreciation Right (other than in all cases adjustments or substitutions in accordance with Section 4.2), unless such action is approved by resolution of the Board.

7.7 Other Terms and Conditions. The Committee may include a provision in an Award Agreement providing for the automatic exercise of a Share Appreciation Right on a cashless basis on the last day of the term of such Share Appreciation Right if the Participant has failed to exercise the Share Appreciation Right as of such date, with respect to which the Fair Market Value of the Common Shares underlying the Share Appreciation Right exceeds the exercise price of such Share Appreciation Right on the date of expiration of such Share Appreciation Right, subject to Section 14.4. Share Appreciation Rights may contain such other provisions, which shall not be inconsistent with any of the terms of the Plan, as the Committee shall deem appropriate.

Article VIII
RESTRICTED SHARES

8.1 Awards of Restricted Shares. Restricted Shares may be issued either alone or in addition to other Awards granted under the Plan. The Committee shall determine the Eligible Individuals to whom, and the time or times at which, grants of Restricted Shares shall be made, the number of Restricted Shares to be awarded, the price (if any) to be paid by the Participant (subject to Section 8.2), the time or times within which such Awards may be subject to forfeiture or reacquisition, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Awards. Unless otherwise determined by the Committee, in no event will any Restricted Shares granted under this Plan be Transferred for value.

The Committee may condition the grant or vesting of Restricted Shares upon the attainment of specified performance targets (including Performance Goals) or such other factor as the Committee may determine in its sole discretion.

8.2 Awards and Certificates. An Eligible Individual selected to receive an Award of Restricted Shares shall not have any right with respect to such Award, unless and until such Participant has delivered a fully executed copy of the Award Agreement evidencing the Award to the Company, to the extent required by the Committee, and has otherwise complied with the applicable terms and conditions of such Award Agreement. Further, such Award shall be subject to the following conditions:

(a) Purchase Price. The purchase price, if any, of Restricted Shares shall be fixed by the Committee. Subject to Section 4.2, the purchase price for Restricted Shares may not be less than par value of such Restricted Shares.

(b) Custody. If share certificates are issued in respect of Restricted Shares, the Committee may require that any share certificates evidencing such shares be held in custody by the Company or its agent until the restrictions thereon shall have lapsed, and that, as a condition of any grant of Restricted Shares, the Participant shall have delivered a duly signed share transfer form or other instruments of assignment (including a power of attorney, if applicable), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would permit Transfer to the Company of all or a portion of the shares subject to the Restricted Share Award in the event that such Award is forfeited in whole or part.

8.3 Restrictions and Conditions. The Restricted Shares awarded pursuant to the Plan shall be subject to the following restrictions and conditions:

(a) Restriction Period. (i) The Participant shall not be permitted to Transfer Restricted Shares awarded under the Plan during the period or periods set by the Committee (the “Restriction Period”) commencing on the Date of Grant of such Award, as set forth in the Restricted Shares Award Agreement or as otherwise provided for by the Committee. Based on service, attainment of Performance Goals pursuant to Section 8.3(a)(ii) and/or such other factors or criteria as the Committee may determine in its sole discretion, the Committee may condition the grant or provide for the lapse of such restrictions in installments in whole or in part, or may accelerate the vesting of all or any part of any Restricted Share Award and/or waive the deferral limitations for all or any part of any Restricted Share Award.

(ii) If the grant of Restricted Shares or the lapse of restrictions is based on the attainment of Performance Goals, the Committee shall establish the objective Performance Goals and the applicable vesting percentage of the Restricted Shares applicable to each Participant or class of Participants in writing prior to the beginning of the applicable fiscal year or at such later date as otherwise determined by the Committee. Such Performance Goals may incorporate provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances, as determined by the Committee in its sole discretion.

(b) Rights as a Shareholder. Except as provided in Section 8.3(a) and this Section 8.3(b) or as otherwise determined by the Committee in an Award Agreement, the Participant shall have, with respect to the Restricted Shares, all of the rights of a holder of Common Shares of the Company, including, without limitation, the right to vote such shares and, subject to and conditioned upon the expiration of the applicable Restriction Period, the right to Transfer such shares and receive dividends thereon. For the avoidance of doubt, unless otherwise determined by the Committee in an Award Agreement, the payment of dividends or other distributions on Restricted Shares shall be deferred until, and conditioned upon, the expiration of the applicable Restriction Period.

(c) Termination. Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant’s Termination for any reason during the relevant Restriction Period, all Restricted Shares still subject to restriction will be Transferred by the Participant and reacquired by the Company to be held as treasury shares or repurchased by the Company and cancelled in accordance with the terms and conditions of the Plan and/or as established by the Committee at grant or thereafter.

(d) Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted Shares or reacquisition or repurchase of such shares by the Company, the certificates for such shares (if any) shall be delivered to the Participant. All legends shall be removed from said certificates at the time of delivery to the Participant, except as otherwise required by applicable law or other limitations imposed by the Committee.

Article IX
PERFORMANCE AWARDS

9.1 Performance Awards. The Committee may grant a Performance Award to a Participant payable upon the attainment of specific Performance Goals. If the Performance Award is payable in Restricted Shares, such shares shall be issued to the Participant only upon attainment of the relevant Performance Goal in accordance with Article VIII. If the Performance Award is payable in cash, it may be paid upon the attainment of the relevant Performance Goals either in cash or in Restricted Shares (based on the then current Fair Market Value of such shares), as determined by the Committee, in its sole and absolute discretion. Each Performance Award shall be evidenced by an Award Agreement in such form that is not inconsistent with the Plan and that the Committee may from time to time approve.

9.2 Terms and Conditions. Performance Awards awarded pursuant to this Article IX shall be subject to the following terms and conditions:

(a) Earning of Performance Award. At or in connection with the expiration of the applicable Performance Period, the Committee shall determine the extent to which the Performance Goals are achieved and the percentage of each Performance Award that has been earned. The Committee may, in its sole discretion, adjust the Performance Period to be subject to continued vesting, earlier lapse or other modification.

(b) Non-Transferability. Subject to the applicable provisions of the Award Agreement and the Plan, Performance Awards may not be Transferred during the Performance Period. Unless otherwise determined by the Committee, in no event will any Performance Award granted under this Plan be Transferred for value.

(c) Dividends. Amounts equal to dividends declared during the Performance Period with respect to the number of Common Shares covered by a Performance Award will not be paid to the Participant and will be deferred until, and paid contingent upon, the vesting of such Performance Awards and the issuance of such shares.

(d) Payment. Following the Committee’s determination in accordance with Section 9.2(a), the Company shall settle Performance Awards, in such form (including, without limitation, in Common Shares or in cash) as determined by the Committee, in an amount equal to such Participant’s earned Performance Awards.

(e) Termination. Subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant’s Termination for any reason during the Performance Period for a given Performance Award, the Performance Award in question will vest or be forfeited in accordance with the terms and conditions established by the Committee.

(f) Continued or Accelerated Vesting. Based on service, performance and/or such other factors or criteria, if any, as the Committee may determine, the Committee may, at or after grant, provide for continued vesting of or accelerate the vesting of all or any part of any Performance Award.

Article X
OTHER SHARE-BASED AND CASH-BASED AWARDS

10.1 Other Share-Based Awards. The Committee is authorized to grant to Eligible Individuals Other Share-Based Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to Common Shares, including but not limited to, Common Shares awarded purely as a bonus and not subject to restrictions or conditions, Common Shares in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company or an Affiliate, share equivalent units, restricted share units, and Awards valued by reference to book value of Common Shares. Other Share-Based Awards may be granted either alone or in addition to or in tandem with other Awards granted under the Plan. The Committee may condition the grant or vesting of Other Share-Based Awards upon the attainment of Performance Goals, as the Committee may determine in its sole discretion.

Subject to the provisions of the Plan, the Committee shall have authority to determine the Eligible Individuals, to whom, and the time or times at which, such Awards shall be made, the number of Common Shares to be awarded pursuant to such Awards, and all other terms and conditions of the Awards. The Committee may also provide for the grant of Common Shares under such Awards upon the completion of a specified Performance Period.

10.2 Terms and Conditions. Other Share-Based Awards made pursuant to this Article X shall be subject to the following terms and conditions:

(a) Non-Transferability. Subject to the applicable provisions of the Award Agreement and the Plan, Common Shares subject to Awards made under this Article X may not be Transferred prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses. Unless otherwise determined by the Committee, in no event will any Other Share-Based Award granted under this Plan be Transferred for value.

(b) Dividends. Subject to the provisions of the Award Agreement and the Plan, the recipient of an Award under this Article X shall not be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents in respect of the number of Common Shares covered by the Other Share-Based Award until the vesting of such Other Share-Based Awards and the issuance of such shares.

(c) Vesting. Any Award under this Article X and any Common Shares covered by any such Award shall vest or be forfeited to the extent so provided in the Award Agreement, as determined by the Committee, in its sole discretion.

(d) Price. Common Shares issued on a bonus basis under this Article X may be issued for no cash consideration. Common Shares purchased pursuant to a purchase right awarded under this Article X shall be priced, as determined by the Committee in its sole discretion.

10.3 Other Cash-Based Awards. The Committee may from time to time grant Other Cash-Based Awards to Eligible Individuals in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by applicable law, as it shall determine in its sole discretion. Other Cash-Based Awards may be granted subject to the satisfaction of vesting conditions or may be awarded purely as a bonus and not subject to restrictions or conditions, and if subject to vesting conditions, the Committee may accelerate the vesting of such Awards at any time in its sole discretion. The grant of an Other Cash-Based Award shall not require a segregation of any of the Company’s assets for satisfaction of the Company’s payment obligation thereunder.

Article XI
CHANGE IN CONTROL PROVISIONS

11.1 Benefits. In the event of a Change in Control of the Company (as defined below), and except as otherwise provided by the Committee in an Award Agreement, a Participant’s Award shall be treated in accordance with one or more of the following methods as determined by the Committee:

(a) Awards, whether or not then vested, shall be continued, assumed, or have new rights substituted therefor, as determined by the Committee, and restrictions to which Restricted Shares or any other Award granted prior to the Change in Control are subject shall not lapse upon a Change in Control and the Restricted Shares or other Award shall, where appropriate in the sole discretion of the Committee, receive the same distribution as other Common Shares on such terms as determined by the Committee; provided that the Committee may decide to award additional Restricted Shares or other Awards in lieu of any cash distribution. Notwithstanding anything to the contrary herein, for purposes of Incentive Stock Options, any assumed or substituted Stock Option shall comply with the requirements of U.S. Treasury Regulation Section 1.424-1 (and any amendment thereto).

(b) The Committee, in its sole discretion, may provide for the purchase of any Awards by the Company or an Affiliate for an amount of cash equal to the excess (if any) of the Change in Control Price (as defined below) of the Common Shares covered by such Awards, over the aggregate exercise price of such Awards. For purposes hereof, “Change in Control Price” shall mean the highest price per Common Share paid in any transaction related to a Change in Control of the Company.

(c) The Committee may, in its sole discretion, terminate all outstanding and unexercised Stock Options, Share Appreciation Rights, or any Other Share-Based Award that provides for a Participant elected exercise, effective as of the date of the Change in Control, by delivering notice of termination to each Participant at least twenty (20) days prior to the date of consummation of the Change in Control, in which case during the period from the date on which such notice of termination is delivered to the consummation of the Change in Control, each such Participant shall have the right to exercise in full all of such Participant’s Awards that are then outstanding (without regard to any limitations on exercisability otherwise contained in the Award Agreements), but any such exercise shall be contingent on the occurrence of the Change in Control, and, provided that, if the Change in Control does not take place within a specified period after giving such notice for any reason whatsoever, the notice and exercise pursuant thereto shall be null and void.

(d) Notwithstanding any other provision herein to the contrary, the Committee may, in its sole discretion, provide for accelerated vesting or lapse of restrictions, of an Award at any time.

11.2 Change in Control. Unless otherwise determined by the Committee in the applicable Award Agreement or other written agreement with a Participant approved by the Committee, a “Change in Control” shall be deemed to occur if:

(a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of Common Shares of the Company), becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities;

(b) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board;

(c) consummation of a merger, amalgamation or consolidation of the Company with any other corporation, other than a merger, amalgamation or consolidation which would result in the voting securities of the Company issued and outstanding immediately prior thereto continuing to represent (either by remaining issued and outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity issued and outstanding immediately after such merger, amalgamation or consolidation; provided, however, that a merger, amalgamation or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than 50% of the combined voting power of the Company’s then issued and outstanding securities shall not constitute a Change in Control of the Company; or

(d) a complete liquidation or dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets other than the sale or disposition of all or substantially all of the assets of the Company to a Person or Persons who beneficially own, directly or indirectly, 50% or more of the combined voting power of the issued and outstanding voting securities of the Company at the time of the sale.

Notwithstanding the foregoing, with respect to any Award that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of payment of such Award unless such event is also a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.

Article XII
TERMINATION OR AMENDMENT OF PLAN

Notwithstanding any other provision of the Plan, the Board may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of the Plan (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement), or suspend or terminate it entirely, retroactively or otherwise; provided, however, that, unless otherwise required by law or specifically provided herein, the rights of a Participant with respect to Awards granted prior to such amendment, suspension or termination, may not be impaired without the consent of such Participant provided that the determination of whether a Participant is impaired shall be made by the Board acting in its sole discretion. Notwithstanding anything herein to the contrary, the Board may amend the Plan or any Award Agreement at any time without a Participant’s consent to comply with applicable law or pursuant to (x) any right that the Company may have under any Company recoupment policy or other agreement or arrangement with a Participant, or (y) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission. In no event may the Plan be amended without the approval of the shareholders of the Company where such amendment would require shareholder approval under the Companies Act 1981 of Bermuda, Financial Industry Regulatory Authority (FINRA) rules and regulations or the rules of any exchange or system on which the Company’s securities are listed or traded at the request of the Company, except by operation of Section 4.2. In addition, any amendment to the Plan shall require shareholder approval to the extent the amendment relates to the grant of Incentive Stock Options and such shareholder approval would be required under the Internal Revenue Code with respect to the grant of such Incentive Stock Options.

The Committee may amend the terms of any Award granted, prospectively or retroactively, in order to give effect to any amendments to the Plan approved by the Board or the shareholders of the Company (as applicable) and, subject to Article IV or as otherwise specifically provided herein, no such amendment to an Award or other action by the Committee shall impair the rights of any holder without the holder’s consent.

Article XIII
UNFUNDED STATUS OF PLAN

The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation, and exempt from the requirements of the Employee Retirement Income Security Act of 1974, as amended. With respect to any payments in which a Participant has a fixed and vested interest but which are not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any right that is greater than those of a general unsecured creditor of the Company.

Article XIV
GENERAL PROVISIONS

14.1 Legend. The Committee may require each Person receiving Common Shares pursuant to a Stock Option or other Award under the Plan to represent to and agree with the Company in writing that the Participant is acquiring the Common Shares without a view to Transfer thereof. In addition to any legend required by the Plan, the certificates for such shares may include any legend that the Committee deems appropriate to reflect any restrictions on Transfer. All certificates for Common Shares delivered under the Plan shall be subject to such stop Transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Shares are then listed or any national securities exchange system upon whose system the Common Shares are then quoted, any applicable federal or state securities law, and any applicable corporate law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

14.2 Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases.

14.3 No Right to Employment/Directorship/Consultancy. Neither the Plan nor the grant of any Option or other Award hereunder shall give any Participant or other employee, Consultant or Non-Employee Director any right with respect to continuance of employment, consultancy or directorship by the Company or any Affiliate, nor shall there be a limitation in any way on the right of the Company or any Affiliate by which an employee is employed or a Consultant or Non-Employee Director is retained to terminate such employment, consultancy or directorship at any time.

14.4 Withholding of Taxes. The Company shall have the right to deduct from any payment to be made pursuant to the Plan, or to otherwise require, prior to the issuance or delivery of Common Shares or the payment of any cash hereunder, payment by the Participant of, any federal, state or local taxes required by law to be withheld. Upon the vesting of Restricted Shares (or other Award that is taxable upon vesting), or upon making an election under Section 83(b) of the Code, a Participant shall pay all required withholding to the Company. Any minimum statutorily required withholding obligation with regard to any Participant may be satisfied, subject to the consent of the Committee, by reducing the number of Common Shares otherwise deliverable or by delivering Common Shares already owned. Any fraction of a Common Share required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash by the Participant. The Common Shares used for tax or other withholding will be valued at an amount equal to the Fair Market Value of such Common Shares on the date the benefit is to be included in Participant’s income. In no event will the Fair Market Value of the Common Shares to be withheld and delivered pursuant to this Section 14.4 exceed the maximum amount required to be withheld, unless (a) an additional amount can be withheld and not result in adverse accounting consequences, (b) such additional withholding amount is authorized by the Committee, and (c) the total amount withheld does not exceed the Participant’s estimated tax obligations attributable to the applicable transaction.

14.5 No Assignment of Benefits. No Award or other benefit payable under the Plan shall, except as otherwise specifically provided by law or permitted by the Committee, be Transferable in any manner, and any attempt to Transfer any such benefit shall be void, and any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of any Person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such Person.

14.6 Listing and Other Conditions.

(a) Unless otherwise determined by the Committee, as long as the Common Shares are listed on a national securities exchange or system sponsored by a national securities association, the issuance of Common Shares pursuant to an Award shall be conditioned upon such shares being listed on such exchange or system. The Company shall have no obligation to issue such shares unless and until such shares are so listed, and the right to exercise any Option or other Award with respect to such shares shall be suspended until such listing has been effected.

(b) If at any time counsel to the Company shall be of the opinion that any sale or delivery of Common Shares pursuant to an Option or other Award is or may in the circumstances be unlawful or result in the imposition of excise taxes on the Company under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise, with respect to Common Shares or Awards, and the right to exercise any Option or other Award shall be suspended until, in the opinion of said counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company.

(c) Upon termination of any period of suspension under this Section 14.6, any Award affected by such suspension which shall not then have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Award.

(d) A Participant shall be required to supply the Company with certificates, representations and information that the Company requests and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval the Company deems necessary or appropriate.

14.7 Shareholders Agreement and Other Requirements. Notwithstanding anything herein to the contrary, as a condition to the receipt of Common Shares pursuant to an Award under the Plan, to the extent required by the Committee, the Participant shall execute and deliver a shareholder’s agreement, subscription agreement or such other documentation that shall set forth certain restrictions on Transferability of the Common Shares acquired upon exercise or purchase, and such other terms as the Board or Committee shall from time to time establish. Such shareholder’s agreement or other documentation shall apply to the Common Shares acquired under the Plan and covered by such shareholder’s agreement or other documentation. The Company may require, as a condition of exercise, the Participant to become a party to any other existing shareholder agreement (or other agreement).

14.8 Governing Law. The Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of Delaware (regardless of the law that might otherwise govern under applicable Delaware principles of conflict of laws).

14.9 Jurisdiction; Waiver of Jury Trial. Any suit, action or proceeding with respect to the Plan or any Award Agreement, or any judgment entered by any court of competent jurisdiction in respect of any thereof, shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, the Company and each Participant shall irrevocably and unconditionally (a) submit in any proceeding relating to the Plan or any Award Agreement, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the Company and each Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or any Award Agreement, (d) agree that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Participant, at the Participant’s address shown in the books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree that nothing in the Plan shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

14.10 Construction. Wherever any words are used in the Plan in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.

14.11 Other Benefits. No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefit under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation.

14.12 Costs. The Company shall bear all expenses associated with administering the Plan, including expenses of issuing Common Shares pursuant to Awards hereunder. Notwithstanding the foregoing, Participants shall bear all brokerage fees attributable to exercise of Stock Options and the sale of shares of Common Shares acquired under any Award hereunder.

14.13 No Right to Same Benefits. The provisions of Awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years.

14.14 Death/Disability. The Committee may in its discretion require the transferee of a Participant to supply it with written notice of the Participant’s death or Disability and to supply it with a copy of the will (in the case of the Participant’s death) or such other evidence as the Committee deems necessary to establish the validity of the Transfer of an Award. The Committee may also require an agreement of the transferee to be bound by all of the terms and conditions of the Plan.

14.15 Section 16(b) of the Exchange Act. To the extent the Company is not a Foreign Private Issuer (or, if the Company is a “Foreign Private Issuer,” to the extent not required by applicable law, rule or regulation (including the rules of any national securities exchange or national securities association on which the Company’s shares are traded or listed, as applicable)), (a) all elections and transactions under the Plan by Persons subject to Section 16 of the Exchange Act involving Common Shares are intended to comply with any applicable exemptive condition under Rule 16b-3 and (b) the Committee may establish and adopt written administrative guidelines, designed to facilitate compliance with Section 16(b) of the Exchange Act, as it may deem necessary or proper for the administration and operation of the Plan and the transaction of business thereunder.

14.16 Section 409A of the Code. With respect to employees residing or employed in the United States or who are otherwise U.S. taxpayers, the Plan is intended to comply with or be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code. Notwithstanding anything herein to the contrary, with respect to employees residing or employed in the U.S. or who are otherwise U.S. taxpayers, any provision in the Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision shall be null and void. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee or the Company, and in the event that any amount or benefit under the Plan becomes subject to penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with the affected Participants and not with the Company. Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) that are otherwise required to be made under the Plan to a “specified employee” (as defined under Section 409A of the Code) as a result of such employee’s separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) upon expiration of such delay period.

14.17 Successor and Assigns. The Plan shall be binding on all successors and permitted assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate.

14.18 Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.

14.19 Payments to Minors, Etc. Any benefit payable to or for the benefit of a minor, an incompetent Person or other Person incapable of receipt thereof shall be deemed paid when paid to such Person’s guardian or to the party providing or reasonably appearing to provide for the care of such Person, and such payment shall fully discharge the Committee, the Board, the Company, its Affiliates and their employees, agents and representatives with respect thereto.

14.20 Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

14.21 Company Recoupment of Awards. A Participant’s rights with respect to any Award hereunder shall in all events be subject to (i) any right that the Company may have under any Company recoupment policy or other agreement or arrangement with a Participant, or (ii) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.

14.22 Share-Based Awards in Substitution for Stock Options or Awards Granted by Other Company. Notwithstanding anything in this Plan to the contrary:

(a) Awards may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, stock options, share appreciation rights, restricted share, restricted share units or other share or share-based awards held by awardees of an entity engaging in a corporate acquisition, amalgamation or merger transaction with the Company or any Subsidiary. Any conversion, substitution or assumption will be effective as of the close of the merger, amalgamation or acquisition, and, to the extent applicable, will be conducted in a manner that complies with Section 409A of the Code. The Awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for Common Shares substituted for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in share prices in connection with the transaction.

(b) In the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary merges or amalgamates has shares available under a pre-existing plan previously approved by shareholders and not adopted in contemplation of such acquisition, amalgamation or merger, the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition, amalgamation or merger), subject to the requirements of any applicable law, may be used for awards made after such acquisition, amalgamation or merger under the Plan; provided, however, that Awards using such available shares may not be made after the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition, amalgamation or merger, and may only be made to individuals who were not employees or directors of the Company or any Subsidiary prior to such acquisition, amalgamation or merger.

(c) Any Common Shares that are issued or Transferred by, or that is subject to any awards that are granted by, or become obligations of, the Company under Section 14.22(a) or 14.22(b) above will not reduce the Common Shares available for issuance or Transfer under the Plan or otherwise count against the limits contained in Section 4.1 of the Plan. In addition, no Common Shares that are issued or Transferred by, or that is subject to any awards that are granted by, or become obligations of, the Company under Section 14.22(a) or 14.22(b) above will be added to the aggregate plan limit contained in Section 4.1 of the Plan.

Article XV
EFFECTIVE DATE OF PLAN

The Plan shall become effective on [•], 2020, which is the date of its adoption by the Board.

Article XVI
TERM OF PLAN

No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the earlier of the date that the Plan is adopted or the date of shareholder approval, but Awards granted prior to such tenth anniversary may extend beyond that date.

Article XVII
NAME OF PLAN

The Plan shall be known as the “International General Insurance Holdings Ltd. 2020 Omnibus Incentive Plan.”

Exhibit 10.27

RESTRICTED SHARES AGREEMENT

PURSUANT TO THE

INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD. 2020 OMNIBUS INCENTIVE PLAN

* * * * *

Participant: _______________________

Grant Date: ______________________

Number of

Restricted Shares Granted: ___________________

* * * * *

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

WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Restricted Shares provided herein to the Participant.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

2. Grant of Restricted Shares Award. The Company hereby grants to the Participant, as of the Grant Date specified above, the number of Restricted Shares specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise specifically provided for in the Plan or this Agreement. Subject to Section 5 hereof, the Participant shall not have the rights of a shareholder in respect of the shares underlying this Award until such shares are delivered to the Participant in accordance with Section 4 hereof.

3. Vesting.

(a) General. Subject to the provisions of Sections 3(b) and 3(c) hereof, the Restricted Shares subject to this grant shall become unrestricted and vested as follows, provided that the Participant has not incurred a Termination prior to each such vesting date:

Vesting Date		Number of Shares
[●]		[●]
[●]		[●]
[●]		[●]
[●]		[●]

There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant’s continued service with the Company or any of its Subsidiaries on each applicable vesting date.

(b) Committee Discretion to Accelerate Vesting. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the Restricted Shares at any time and for any reason.

(c) [Termination Following a Change in Control. The Restricted Shares shall become fully vested upon the occurrence of the Participant’s Termination, other than for Cause, during the 12-month period following a Change in Control.]

(d) Forfeiture. Except as provided pursuant to Section 3(c) above, and subject to the Committee’s discretion to accelerate vesting hereunder all unvested shares of Restricted Shares shall, upon the Participant’s Termination for any reason during the Period of Restriction, be immediately required by the Company for no further consideration to be held as treasury shares or repurchased by the Company for cancellation for no further consideration in accordance with the terms and conditions of the Plan.

4. Period of Restriction; Delivery of Unrestricted Shares. The period of restriction of the Restricted Shares commences on the Grant Date and expires on the vesting date in accordance with section 3(a) above (the “Period of Restriction”). When the Restricted Shares awarded by this Agreement become vested, the Participant shall be entitled to exercise all rights attaching to those shares under the Bye-laws. If, in accordance with section 10 hereof, the Participant’s share certificates contain legends restricting the transfer of such shares, the Participant shall be entitled to receive new share certificates free of such legends (except any legends requiring compliance with securities laws).

5. Dividends and Other Distributions; Voting. The Participant shall be entitled to receive all dividends and other distributions paid with respect to the Restricted Shares, provided that any such dividends or other distributions will be subject to the same vesting requirements as the Restricted Shares to which such dividends or distributions relate and shall be paid at the time the related Restricted Shares become unrestricted and vested pursuant to Section 3 hereof. If any dividends or distributions are paid in shares, such shares shall be issued to the Participant but shall be subject to the same restrictions on transferability and reacquisition or repurchase by the Company (and other restrictions) as the Restricted Shares with respect to which they were paid until such Restricted Shares have vested. Once the Participant becomes the holder of record of the Restricted Shares granted hereunder, the Participant may exercise full voting rights with respect to such shares.

6. Non-Transferability. The Restricted Shares, and any rights and interests with respect thereto, issued under this Agreement and the Plan shall not, prior to vesting, be sold, exchanged, transferred, assigned, pledged, encumbered, disposed of or otherwise hypothecated in any way by the Participant (or any beneficiary of the Participant), other than by testamentary disposition by the Participant, the laws of descent and distribution or by transmission in accordance with the Bye-laws. Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any way any of the Restricted Shares, or the levy of any execution, attachment or similar legal process upon the Restricted Shares, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without legal force or effect.

7. Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.

8. Withholding of Tax. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with any applicable law, rule or regulation with respect to the Restricted Shares and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any Common Shares otherwise required to be issued pursuant to this Agreement. Any minimum statutorily required withholding obligation with regard to the Participant may, with the consent of the Committee, be satisfied by reducing the amount of cash or of Common Shares otherwise deliverable to the Participant hereunder.

9. [For US Employees: Section 83(b). If the Participant properly elects (as required by Section 83(b) of the U.S. Internal Revenue Code) within thirty (30) days after the issuance of the Restricted Shares to include in gross income for federal income tax purposes in the year of issuance the Fair Market Value of such Restricted Shares, the Participant shall pay to the Company or make arrangements satisfactory to the Company to pay to the Company upon such election, any federal, state or local taxes required to be withheld with respect to the Restricted Shares. If the Participant shall fail to make such payment, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Shares, as well as the rights set forth in Section 8 hereof. The Participant acknowledges that it is the Participant’s sole responsibility, and not the Company’s, to file timely and properly the election under Section 83(b) of the Code and any corresponding provisions of state tax laws if the Participant elects to make such election, and the Participant agrees to timely provide the Company with a copy of any such election.]

10. Legend. During the Period of Restriction, all certificates representing the Restricted Shares shall have endorsed thereon a customary securities law legend evidencing the restrictions on those shares to the extent deemed necessary or appropriate by the Company in its discretion. Notwithstanding the foregoing, in no event shall the Company be obligated to deliver to the Participant a certificate representing the Restricted Shares prior to the vesting dates set forth above.

11. Securities Representations. The Restricted Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:

(a) The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 11.

(b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Restricted Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the Restricted Shares and the Company is under no obligation to register the Restricted Shares (or to file a “re-offer prospectus”).

(c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Common Shares of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the vested Restricted Shares hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.

12. Entire Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

13. Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.

14. Acceptance. The Participant shall forfeit the Restricted Shares if the Participant does not execute this Agreement within a period of sixty (60) days from the date that the Participant receives this Agreement (or such other period as the Committee shall provide).

15. No Right to Employment. Any questions as to whether and when there has been a Termination and the cause of such Termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without Cause.

16. Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the Restricted Shares awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

17. Compliance with Laws. The issuance of the Restricted Shares or unrestricted shares pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue the Restricted Shares or any of the shares pursuant to this Agreement if any such issuance would violate any such requirements.

18. Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the Restricted Shares are intended to be exempt from the applicable requirements of Section 409A of the U.S. Internal Revenue Code and shall be limited, construed and interpreted in accordance with such intent.

19. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without the prior express written consent of the Company.

20. Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

21. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

22. Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

23. Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

24. Acquired Rights. The Participant acknowledges and agrees that: (a) the Company, acting by its Board of Directors, may terminate or amend the Plan at any time; (b) the award of Restricted Shares made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Board of Directors or the Committee, as applicable; (c) no past grants or awards (including, without limitation, the Restricted Shares awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

* * * * *

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

	INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD.

	By:

	Name:

	Title:

	PARTICIPANT



	Name:

Exhibit 10.28

RESTRICTED SHARE UNIT AGREEMENT

PURSUANT TO THE

INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD. 2020 OMNIBUS INCENTIVE PLAN

* * * * *

Participant: __________________________

Grant Date: __________________________

Number of Restricted Share Units Granted: _____________________

* * * * *

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

WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Restricted Share Units (“RSUs”) provided herein to the Participant.

2. Grant of Restricted Share Unit Award. The Company hereby grants to the Participant, as of the Grant Date specified above, the number of RSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the Common Shares underlying the RSUs, except as otherwise specifically provided for in the Plan or this Agreement.

3. Vesting.

(a) Subject to the provisions of Sections 3(b) and 3(c) hereof, the RSUs subject to this Award shall become vested as follows, provided that the Participant has not incurred a Termination prior to each such vesting date:

Vesting Date		Number of RSUs
[●]		[●]
[●]		[●]
[●]		[●]
[●]		[●]

(b) Committee Discretion to Accelerate Vesting. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the RSUs at any time and for any reason.

(c) [Termination Following a Change in Control. All unvested RSUs shall become fully vested upon the occurrence of the Participant’s Termination, other than for Cause, during the 12-month period following a Change in Control.]

(d) Forfeiture. Except as provided pursuant to Section 3(c) above, and subject to the Committee’s discretion to accelerate vesting hereunder, all unvested RSUs shall be immediately forfeited upon the Participant’s Termination for any reason.

4. Delivery of Shares.

(a) General. Subject to the provisions of Sections 4(b) and 4(c) hereof, within thirty (30) days following the vesting of the RSUs, the Participant shall receive the number of Common Shares equal to the number of RSUs that have become vested on the applicable vesting date; provided that the Participant shall be obligated to pay to the Company the aggregate par value of the Common Shares to be issued within ten (10) days following the issuance of such shares unless such shares have been transferred out of treasury by the Company.

(b) Blackout Periods. If the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such issuance would otherwise be made pursuant to Section 4(a) hereof, such issuance shall be instead made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (A) the end of the calendar year in which such issuance would otherwise have been made and (B) a date that is immediately prior to the expiration of two and one-half months following the date such issuance would otherwise have been made hereunder.

(c) [For US Employees: Deferrals. If permitted by the Company, the Participant may elect, subject to the terms and conditions of the Plan and any other applicable written plan or procedure adopted by the Company from time to time for purposes of such election, to defer the issuance of all or any portion of the Common Shares that would otherwise be issued to the Participant hereunder (the “Deferred Shares”), consistent with the requirements of Section 409A of the Code. Upon the vesting of such RSUs, the applicable number of Deferred Shares shall be credited to a bookkeeping account established on the Participant’s behalf (the “Account”). Subject to Section 5 hereof, the number of Common Shares equal to the number of Deferred Shares credited to the Participant’s Account shall be issued to the Participant in accordance with the terms and conditions of the Plan and the other applicable written plans or procedures of the Company, consistent with the requirements of Section 409A of the Code.]

5. Dividends; Rights as Shareholder. Cash dividends paid on Common Shares issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such cash dividends shall not be deemed to be reinvested in Common Shares and shall be held uninvested and without interest and paid in cash at the same time that the Common Shares underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Dividends in specie consisting of shares of the Company (“share dividends”) paid on Common Shares shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such share dividends shall be paid in Common Shares at the same time that the Common Shares underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Except as otherwise provided herein, the Participant shall have no rights as a shareholder with respect to any Common Shares covered by any RSU unless and until the Participant has become the holder of record of such shares.

6. Non-Transferability. No portion of the RSUs or the Common Shares underlying the RSUs may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to the Company as a result of forfeiture of the RSUs as provided herein, unless and until with respect to any portion or tranche of RSUs (i) such portion or tranche of RSUs have vested, (ii) payment is made in respect of all vested RSUs in accordance with the provisions hereof and (iii) the Participant has become the holder of record of the Common Shares underlying such vested RSUs and issuable hereunder in which case such Common Shares underlying the vested RSUs may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant.

8. Withholding of Tax. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with any applicable law, rule or regulation with respect to the RSUs and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any of the Common Shares otherwise required to be issued pursuant to this Agreement. Any minimum statutorily required withholding obligation with regard to the Participant may, with the consent of the Committee, be satisfied by reducing the amount of Common Shares otherwise deliverable to the Participant hereunder.

9. Legend. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing the Common Shares issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing the Common Shares acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this Section 9.

10. Securities Representations. This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that:

(b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Common Shares issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the Common Shares and the Company is under no obligation to register such Common Shares (or to file a “re-offer prospectus”).

(c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Common Shares of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the Common Shares issuable hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.

11. Entire Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

12. Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.

13. No Right to Employment. Any questions as to whether and when there has been a Termination and the cause of such Termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or its Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without Cause.

14. Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the RSUs awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

15. Compliance with Laws. The grant of RSUs and the issuance of the Common Shares hereunder shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law, rule regulation or exchange requirement applicable thereto. The Company shall not be obligated to issue the RSUs or any of the Common Shares pursuant to this Agreement if any such issuance would violate any such requirements. As a condition to the settlement of the RSUs, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation.

16. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without the prior express written consent of the Company.

17. Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

19. Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

20. Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

21. Acquired Rights. The Participant acknowledges and agrees that: (a) the Company, acting by its Board of Directors, may terminate or amend the Plan at any time; (b) the Award of RSUs made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Board of Directors or Committee, as applicable; (c) no past grants or awards (including, without limitation, the RSUs awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

* * * * *

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

	INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD.

	By:

	Name:

	Title:

	PARTICIPANT



	Name:

Exhibit 10.29

FORM OF INDEMNIFICATION AGREEMENT

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.

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities but, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions;

WHEREAS, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself;

WHEREAS, the Amended and Restated Bye-laws of the Company (the “Bye-laws”) provide for indemnification of the officers and directors of the Company but expressly provide that the indemnification provisions set forth therein are not exclusive and specifically contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification;

WHEREAS, this Agreement is a supplement to and in furtherance of the indemnification provided pursuant to the Bye-laws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

WHEREAS, the uncertainties relating to insurance and to indemnification may increase the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining directors and officers is detrimental to the best interests of the Company and its shareholders and that the Company should act to assure such persons that there will be increased certainty of indemnification protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, directors and officers to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and

WHEREAS, Indemnitee does not regard the protection available under the Bye-laws and insurance as adequate in the present circumstances, and may not be willing to serve or continue to serve as an officer, officer of a subsidiary or director without adequate protection, the Company desires Indemnitee to serve or continue to serve in such capacity, and Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Services to the Company. Indemnitee agrees to serve as a [director] [officer] [officer or director] [officer of a subsidiary] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by provisions contained in the Bye-laws. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer] [director] [officer or director] [officer of a subsidiary] of the Company, as provided in Section 16 hereof.

Section 2. Definitions. As used in this Agreement:

(a)

References to “agent” shall mean any person who is or was a director, officer, or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.

(b)

A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i)

Acquisition of Shares by Third Party. Any Person (as defined below), other than Wasef Jabsheh, is or becomes the Beneficial Owner (as defined below), directly or indirectly, of shares of the Company representing twenty-five percent (25%) or more of the combined voting power of the Company’s then issued and outstanding shares;

(ii)

Change in Board of Directors. Any change in the composition of the Board which results in a change in a majority of the Board which was not approved by or consented to by the Board prior to the change;

(iii)

Corporate Transactions. The effective date of a merger, amalgamation or consolidation of the Company with any other entity, other than a merger, amalgamation or consolidation which would result in the voting shares of the Company issued and outstanding immediately prior to such merger, amalgamation or consolidation continuing to represent (either by remaining issued and outstanding or by being converted into voting shares of the surviving entity) more than 51% of the combined voting power of the voting shares of the surviving entity issued and outstanding immediately after such merger, amalgamation or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

(iv)

Liquidation. The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and

(v)

Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.

For purposes of this Section 2(b), the following terms shall have the following meanings:

(1)

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(2)

“Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares in the Company.

(3)

“Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the shareholders of the Company approving a merger or amalgamation of the Company with another entity.

(c)

“Corporate Status” describes the status of a person who is or was a director, officer, employee or agent of the Company or of any other corporation, company, limited liability company, partnership or joint venture, trust or other enterprise which such person is or was serving at the request of the Company.

(d)

“Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(e)

“Enterprise” shall mean the Company and any other corporation, company, limited liability company, partnership, joint venture, trust or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, employee, agent or fiduciary.

(f)

“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 14(d) only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable in the good faith judgment of such counsel shall be presumed conclusively to be reasonable. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(g)

“Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(h)

“Indemnity Obligations” shall mean all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

(i)

The term “Proceeding” shall include any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, legislative, or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director, officer or officer of a subsidiary of the Company, by reason of any action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s part while acting pursuant to Indemnitee’s Corporate Status, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement. If the Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a Proceeding, this shall be considered a Proceeding under this paragraph.

(j)

Reference to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

(k)

The meaning of the phrases “to the fullest extent permitted by applicable law” shall include, but not be limited to:

(1)

to the fullest extent permitted or not permitted by the Bye-laws;

(2)

to the fullest extent permitted by the provisions of the Companies Act of 1981 of Bermuda (the “Companies Act”) that authorize or contemplate indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Companies Act, and

(3)

to the fullest extent authorized or permitted by any amendments to or replacements of the Companies Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors, and officers of its subsidiaries.

Section 3. Indemnity in Third-Party Proceedings. Subject to Section 9, the Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor, by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful. The parties hereto intend that this Agreement shall provide for indemnification to the fullest extent permitted by applicable law.

Section 4. Indemnity in Proceedings by or in the Right of the Company. Subject to Section 9, the Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by law. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 6. Indemnification For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or otherwise asked to participate in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Section 7. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Section 8. Additional Indemnification. Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of Indemnitee’s Corporate Status.

Section 9. Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification payment in connection with any claim involving Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

(b) for (i) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act), (ii) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act (or any similar rule) or (iii) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (as defined in Section 2(b) hereof) (to the extent such provision applies to the Company) or similar provisions of applicable law;

(c) except as provided in Section 14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or

(d) which extends to any matter in respect of any fraud or dishonesty in relation to the Company which attaches to the Indemnitee.

Section 10. Advances of Expenses. Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 9(c)) and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In accordance with Section 14(d), advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement. This Section 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 9.

Section 11. Procedure for Notification and Defense of Claim.

(a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. The omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.

(b) The Company will be entitled to participate in the Proceeding at its own expense.

Section 12. Procedure Upon Application for Indemnification.

(a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the shareholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied.

(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or an applicable court of appropriate jurisdiction has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition an applicable court of appropriate jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 13. Presumptions and Effect of Certain Proceedings.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent permitted by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Company shall, to the fullest extent permitted by applicable law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) Subject to Section 14(e), if the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 13(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the shareholders pursuant to Section 12(a) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination the Board has resolved to submit such determination to the shareholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of shareholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) of this Agreement.

(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser, financial advisor or other expert selected with reasonable care by or on behalf of the Enterprise. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(e) The knowledge and/or actions, or failure to act, of any director, officer, trustee, partner, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 14. Remedies of Indemnitee.

(a) Subject to Section 14(e), in the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6 or 7 or the second to last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Section 3, 4 or 8 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 14(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 14 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c) If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) The Company shall, to the extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company shall, to the fullest extent permitted by law, indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company if, in the case of indemnification, Indemnitee is wholly successful on the underlying claims; if Indemnitee is not wholly successful on the underlying claims, then such indemnification shall be only to the extent Indemnitee is successful on such underlying claims or otherwise as permitted by law, whichever is greater.

(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Section 15. Non-exclusivity; Survival of Rights; Insurance; Subrogation.

(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s Memorandum of Association, the Bye-laws, any agreement, a vote of shareholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Bermuda law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Memorandum of Association and Bye-laws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such claim or of the commencement of a Proceeding, as the case may be, to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(c) In the event of any payment made by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such other corporation, limited liability company, partnership, joint venture, trust or other enterprise.

Section 16. Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a [director] [officer] [director or officer] [officer of a subsidiary] of the Company or (b) one (1) year after the final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement relating thereto. The indemnification and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, amalgamation, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

Section 17. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 18. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or officer of a subsidiary of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer or officer of a subsidiary of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Memorandum of Association, the Bye-laws and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 19. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

Section 20. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise.

Section 21. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed or (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed:

(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company.

(b) If to the Company to:

International General Insurance Holdings Ltd.

74 Abdel Hamid Sharaf Street

P.O. Box 941428

Amman 11194, Jordan

or to any other address as may have been furnished to Indemnitee by the Company.

Section 22. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

Section 23. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the U.S. State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement may be brought in the Chancery Court of the State of Delaware (the “Delaware Court”), (ii) consent to submit to the jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 24. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 25. Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

	By: International General Insurance Holdings Ltd.

	By:
		Name:
		Title:

	By:	[Indemnitee]

	By:
		Name:
		Title:

Exhibit 15.3

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Introduction

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 and into Tiberius, with Tiberius surviving the merger and each of the former security holders of Tiberius receiving securities of Pubco (the “Merger”) and (2) all of the outstanding share capital of IGI was exchanged by the Sellers for a combination of common shares of Pubco and aggregate cash consideration of $80.0 million (the “Share Exchange” and, together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

The total consideration paid by Pubco to the Sellers (the “Transaction Consideration”) was equal to (i) the sum of (the “Adjusted Book Value”) (A) the total consolidated book equity value of IGI and its subsidiaries as of the most recent month end of IGI prior to the Closing (the “Book Value”), plus (B) the amount of IGI’s out-of-pocket transaction expenses which reduced the Book Value from what it would have been if such expenses had not been incurred, multiplied by (ii) 1.22, and multiplied by (iii) a fraction equal to (A) the total number of shares of IGI acquired by Pubco (the “Purchased Shares”) divided by (B) the total number of issued and outstanding IGI common shares as of the closing of the Business Combination.

$80.0 million of the Transaction Consideration was paid in cash (the “Cash Consideration”), with each Purchased Share acquired for cash paid based on a value equal to two times Adjusted Book Value per share. The Purchased Shares paid with the Cash Consideration were allocated among the Sellers based on an agreed upon formula, with Wasef Jabsheh receiving $65.0 million of the Cash Consideration, Wasef Jabsheh’s family members receiving no cash consideration and the remaining Sellers receiving the remaining $15.0 million pro rata based on the number of Purchased Shares owned by each such remaining Seller.

The remaining Transaction Consideration was paid by Pubco to the Sellers by delivery of newly issued common shares of Pubco equal in value to the total Transaction Consideration less $80.0 million of Cash Consideration (the “Exchange Shares”), with each Exchange Share valued at the price per share (the “Redemption Price”) at which each share of Tiberius common stock, par value $0.0001 per shares (“Tiberius Common Stock”), was redeemed pursuant to the redemption by Tiberius of shares held by its public stockholders in connection with the Business Combination, as required by its amended and restated certificate of incorporation and Tiberius’s initial public offering prospectus. A portion of the Pubco common shares, representing 2.5% of the total Transaction Consideration, were issued in the name of the Sellers but were set aside in escrow (the “Escrow Shares”) at the Closing to be used, along with any dividends, distributions or other earnings thereon, as the sole source of remedy available to Pubco for any post-closing negative adjustments to the total Transaction Consideration.

Based on IGI’s book value as of June 30, 2019, the Redemption Price as of June 30, 2019, and assuming that 100% of IGI’s shareholders execute exchange agreements, the hypothetical transaction consideration would be calculated as follows:

($) in millions
IGI Book Value as of June 30, 2019	$	308.6
Plus IGI Transaction Expenses that Reduced Book Value(1)		0.0
Adjusted Book Value	$	308.6
Multiplied by 1.22	$	376.5
Multiplied by Percentage of IGI Shareholders Who Are Expected to Execute Exchange Agreements (assuming all of IGI’s shareholders sign)		100	%
Transaction Consideration	$	376.5
Minus Cash Consideration	$	80.0
Equity Consideration	$	296.5
Divided by: Redemption Price as of June 30, 2019	$	10.326
Number of Exchange Shares		28,713,754

(1)

Transaction expenses incurred as of June 30, 2019 were $35,343.

The following unaudited pro forma combined consolidated statement of financial position as of June 30, 2019 combines the unaudited consolidated statement of financial position of IGI as of June 30, 2019 and the unaudited balance sheet of Tiberius as of June 30, 2019 giving effect to the Business Combination as if it had been consummated as of that date.

The following unaudited pro forma combined consolidated statement of income for the six months ended June 30, 2019 combines the unaudited consolidated statement of income of IGI for the six months ended June 30, 2019 and the unaudited statement of operations of Tiberius for the six months ended June 30, 2019, giving effect to the Business Combination as if it had occurred as of the beginning of the earliest period presented.

The following unaudited pro forma combined consolidated statement of income for the year ended December 31, 2018 combines the audited consolidated statement of income of IGI for the year ended December 31, 2018 with the audited statement of operations of Tiberius for the year ended December 31, 2018, giving effect to the Business Combination as if it had occurred as of the beginning of the earliest period presented.

The unaudited combined pro forma financial information should be read in conjunction with the accompanying notes. In addition, the unaudited combined pro forma financial information was based on and should be read in conjunction with the following historical financial statements and the accompanying notes:

●

historical audited financial statements of IGI for the year ended December 31, 2018

●

historical audited financial statements of Tiberius for the year ended December 31, 2018

●

historical unaudited interim condensed financial statements of IGI for the six months ended and as of June 30, 2019

●

historical unaudited financial statements of Tiberius for the six months ended and as of June 30, 2019

The historical financial statements of IGI have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and in its functional and presentation currency of the United States dollar. The historical financial statements of Tiberius have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) in its functional and presentation currency of United States dollars.

Accounting for the Business Combination

The transaction will be accounted for as a continuation of IGI in accordance with IFRS as issued by the IASB. Under this method of accounting, while Pubco is the legal acquirer of both IGI and Tiberius, IGI has been identified as the accounting acquirer of Tiberius for accounting purposes. This determination was primarily based on IGI comprising the ongoing operations of the combined company, IGI senior management comprising the senior management of the combined company, and the former owners and management of IGI having control of the board of directors following the consummation of the transaction by virtue of being able to appoint a majority of the directors of the combined company. As Tiberius does not meet the definition of a business as defined in IFRS 3 — Business Combinations (“IFRS 3”), the acquisition is not within the scope of IFRS 3 and is accounted for as a share-based payment transaction in accordance with IFRS 2 — Share-based Payments (“IFRS 2”). Hence, the transaction will be accounted for as the continuance of IGI with recognition of the identifiable assets acquired and the liabilities assumed of Tiberius at fair value. Operations prior to the transaction will be those of IGI from an accounting point of view.

Under IFRS 2, the transaction is measured at the fair value of the common shares deemed to have been issued by IGI for the ownership interest in Pubco to be the same as if the transaction had taken the legal form of IGI acquiring 100% of Tiberius. The difference between the fair value of the common shares/warrants deemed to have been issued by IGI and the fair value of Tiberius’s identifiable net assets acquired represents a transaction cost or a bargain purchase that will be recognized in the statement of income.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination, are factually supportable and are expected to have a continuing impact on the results of Pubco. The adjustments presented in the unaudited pro forma combined financial statements have been identified and presented to provide relevant information necessary for an understanding of Pubco upon consummation of the Transactions.

The unaudited pro forma combined financial information is presented for illustrative purposes only. The financial results may have been different had the companies been combined for the referenced periods. You should not rely on the unaudited pro forma combined financial information as being indicative of the historical results that would have been achieved had the companies been combined for the referenced periods or the future results that Pubco will experience. IGI, Pubco and Tiberius have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The historical financial information of Tiberius has been adjusted to give effect to the differences between US GAAP and IFRS as issued by the IASB for the purposes of the combined unaudited pro forma financial information. No adjustments were required to convert Tiberius’s financial statements from US GAAP to IFRS for purposes of the combined unaudited pro forma financial information, except to classify shares of Tiberius Common Stock subject to redemption as non-current liabilities under IFRS. The adjustments presented in the unaudited pro forma combined financial information have been identified and presented to provide relevant information necessary for an understanding of the combined company after giving effect to the Business Combination.

The unaudited pro forma combined financial information has been prepared based on the actual redemption of 7,910,076 shares of Tiberius Common Stock.

Unaudited Pro Forma Combined Consolidated Statement of Financial Position as of June 30, 2019

						Reflecting Actual Redemptions upon the Closing of the Business Combination on March 17, 2020
	IGI (A)			Tiberius (B)		Pro Forma Adjustments			Pro Forma Balance Sheet
ASSETS
Marketable securities held in Trust Account	$	—		$	178,122,646	$	(178,122,646	)(1)	$	—
Properties, premises and equipment		13,227,513			—		—			13,227,513
Intangible assets		3,267,321			—		—			3,267,321
Investments in associates		13,547,122			—		—			13,547,122
Investment properties		31,097,058			—		—			31,097,058
Deferred tax assets		442,732			—		—			442,732
Investments		220,601,261			—		—			220,601,261
Deferred policy acquisition costs		40,860,644			—		—			40,860,644
Insurance receivables		122,059,533			—		—			122,059,533
Other assets		6,759,432			—		—			6,759,432
Reinsurance share of unearned premiums		36,961,095			—		—			36,961,095
Reinsurance share of outstanding claims		180,254,586			—		—			180,254,586
Deferred XOL premium		4,116,514			—		—			4,116,514
Cash and cash equivalents and term deposits		279,483,095			43,638		178,122,646	(1)
							23,611,809	(2)
							25,000,000	(3)
							(20,850,000	)(4)
							(6,525,000	)(5)
							(1,790,000	)(6)
							(80,000,000	)(8)
							(81,679,445	)(7)		315,416,743
Income tax receivable		—			2,000		—			2,000
Prepaid expenses and other current assets		—			114,535		—			114,535
Total Assets	$	952,677,906		$	178,282,819	$	(142,232,636	)	$	988,728,089

EQUITY AND LIABILITIES
Equity:
Issued share capital	$	143,375,678		$	—	$	(143,375,678	)(8)	$	—
Common shares		—			567		231	(2)
							290	(3)
							798	(7)
							2,871	(8)		4,757
Additional paid in capital		2,773,000			2,031,533		23,611,578	(2)
							24,999,710	(3)
							(6,525,000	)(5)
							82,375,325	(7)
							46,238,208	(8)
							(2,655,456	)(9)		172,848,898
Treasury shares		(20,102,500	)		—		20,102,500	(8)		—
Foreign currency translation reserve		(286,959	)		—		—			(286,959	)
Fair value reserve		3,959,871			—		—			3,959,871
Retained earnings		178,849,502			2,967,901		(13,500,000	)(4)
							(2,967,901	)(8)
							2,655,456	(9)		168,004,958
Total Equity		308,568,592			5,000,001		30,962,932			344,531,525
Liabilities:
Accounts payable and accrued expenses		—			152,250		—	(4)
							(65,000	)(6)		87,250
Gross outstanding claims		397,160,743			—		—			397,160,743
Gross unearned premiums		206,463,986			—		—			206,463,986
Other liabilities		7,404,044			—					7,404,044
Insurance payables		25,070,947			—					25,070,947
Unearned commissions		8,009,594			—					8,009,594
Sponsor loan payable		—			1,725,000		(1,725,000	)(6)		—
Deferred underwriting commissions		—			7,350,000		(7,350,000	)(4)		—
Common shares subject to redemption		—			164,055,568		(164,055,568	)(7)		—
Total Liabilities		644,109,314			173,282,818		(173,195,568	)		644,196,564
Total Equity and Liabilities	$	952,677,906		$	178,282,819	$	(142,232,636	)	$	988,728,089

Derived from the unaudited consolidated statement of financial position of IGI as of June 30, 2019.

Derived from the unaudited balance sheet of Tiberius as of June 30, 2019.

Unaudited Pro Forma Combined Consolidated Statement of Income for the Six Months Ended June 30, 2019

							Reflecting Actual Redemptions upon the Closing of the Business Combination on March 17, 2020
		IGI (A)			Tiberius (B)			Pro Forma Adjustments			Pro Forma Income Statement
Gross written premiums	$	186,330,192		$	—		$	—		$	186,330,192
Reinsurers’ share of insurance premiums		(49,039,789	)		—			—			(49,039,789	)
Net written premiums		137,290,403			—			—			137,290,403
Net change in unearned premiums		(33,815,050	)		—			—			(33,815,050	)
Net premiums earned		103,475,353			—			—			103,475,353
Net claims and claim adjustment expenses		(55,377,991	)		—			—			(55,377,991	)
Net policy acquisition expenses		(22,009,893	)		—			—			(22,009,893	)
Net underwriting results		26,087,469			—			—			26,087,469
Total Investment income, net (C)		5,972,135			2,071,647			(2,071,647	)(2)		5,972,135
Net realized gains/(losses) on investments		445,459			—			—			445,459
Net unrealized gains/(losses) on investments		984,002			89,468			(89,468	)(2)		984,002
General and administrative expenses		(18,503,774	)		(405,527	)		35,343	(1)		(18,873,958	)
Other income/expenses		(315,270	)		—			—			(315,270	)
(Loss) gain on foreign exchange		424,184			—			—			424,184
Income before income tax		15,094,205			1,755,588			(2,125,772	)		14,724,021
Income tax		(196,109	)		(350,000	)		350,000	(3)		(196,109	)
Net Income	$	14,898,096		$	1,405,588		$	(1,775,772	)	$	14,527,912
Shares outstanding, diluted		136,323,456			5,653,614			38,734,947	(4)		44,388,561
Diluted net income (loss) per share	$	0.11		$	(0.04	)	$	(0.05	)	$	0.33

Derived from the unaudited consolidated statement of income of IGI for the six months ended June 30, 2019.

Derived from the unaudited statement of operations of Tiberius for the six months ended June 30, 2019.

Represents net investment income and share of profit or loss from associates, net of (1) net realized gains/(losses) on investments, and (2) unrealized gains/(losses) on investments.

Unaudited Pro Forma Combined Consolidated Statement of Income for the Year Ended December 31, 2018

							Reflecting Actual Redemptions upon the Closing of the Business Combination on March 17, 2020
		IGI (A)			Tiberius (B)			Pro Forma Adjustments			Pro Forma Income Statement
Gross written premiums	$	301,618,486		$	—		$	—		$	301,618,486
Reinsurers’ share of insurance premiums		(98,188,088	)		—			—			(98,188,088	)
Net written premiums		203,430,398			—			—			203,430,398
Net change in unearned premiums		(20,120,779	)		—			—			(20,120,779	)
Net premiums earned		183,309,619			—			—			183,309,619
Net claims and claim adjustment expenses		(85,287,501	)		—			—			(85,287,501	)
Net policy acquisition expenses		(41,963,522	)		—			—			(41,963,522	)
Net underwriting results		56,058,596			—			—			56,058,596
Total Investment income, net (C)		9,088,086			2,687,003			(2,687,003	)(2)		9,088,086
Net realized gains/(losses) on investments		1,285,339			—			—			1,285,339
Unrealized gains/(losses) on investments		(948,802	)		(17,374	)		17,374	(2)		(948,802	)
General and administrative expenses		(34,626,799	)		(668,087	)		—			(35,294,886	)
Corporate expenses		(724,880	)		—			—			(724,880	)
Other income/expenses		(1,155,655	)		—			—			(1,155,655	)
(Loss) gain on foreign exchange		(3,371,941	)		—			—			(3,371,941	)
Income before income tax		25,603,944			2,001,542			(2,669,629	)		24,935,857
Income tax		(62,241	)		(420,000	)		420,000	(3)		(62,241	)
Net Income	$	25,541,703		$	1,581,542		$	(2,249,629	)		24,873,616
Shares outstanding, diluted		138,320,733			5,205,676			39,182,885	(4)		44,388,561
Diluted net income (loss) per share	$	0.18		$	(0.06	)	$	(0.06	)	$	0.56

Derived from the audited consolidated statement of income of IGI for the year ended December 31, 2018.

Derived from the audited statement of operations of Tiberius for the year ended December 31, 2018.

Represents net investment income and share of profit or loss from associates, net of (1) net realized gains/(losses) on investments, and (2) unrealized gains/(losses) on investments.

Notes to Unaudited Pro Forma Combined Consolidated Statement of Financial Position

Represents $178,122,646 of the cash and securities in Tiberius’s trust account that were liquidated upon consummation of the Business Combination.

Represents the $23,611,809 that certain accredited investors who entered into subscription agreements with Tiberius (the “PIPE Investors”) contributed in exchange for the issuance of 2,314,883 shares of Tiberius Common Stock immediately prior to, and subject to, the Closing, which became Pubco common shares upon consummation of the Business Combination. $231 represents the aggregate par value of such shares of Tiberius Common Stock, and $23,611,578 represents additional paid-in capital for such shares.

Represents the $25,000,000 that Church Mutual Insurance Company (“Church”), Fayez Sarofim, Imua T Capital Investments and The Gray Insurance Company, pursuant to certain forward purchase contracts (the “forward purchase contracts”), contributed to Tiberius in exchange for the issuance of 2,900,000 shares of Tiberius Common Stock concurrently with the Closing, which became Pubco common shares upon consummation of the Business Combination. $290 represents the aggregate par value of such shares of Tiberius Common Stock, and $24,999,710 represents additional paid-in capital for such shares.

Represents $13,500,000 of estimated expenses incurred in connection with the Business Combination, including legal, financial advisory, accounting, printing and other professional fees and expenses, and $7,350,000 of deferred underwriting fees.

Represents the aggregate payment of (1) $2,250,000 that Church, simultaneously with and subject to the Closing, received in exchange for the cancellation of 3,000,000 Tiberius warrants pursuant to the Warrant Purchase Agreement between Church and Tiberius (the “Warrant Purchase Agreement”) and (2) $4,275,000 that another warrant holder, simultaneously with and subject to the Closing, received in exchange for the cancellation of 3,000,000 Tiberius warrants pursuant to a warrant purchase agreement between Tiberius and such warrant holder.

Represents the repayment of advances from and loans extended by Lagniappe Ventures LLC (the “Sponsor”) upon consummation of the Business Combination in the aggregate amount of $1,790,000. The advances were in the amount of $65,000 and the loans were in the amount of $1,725,000, inclusive of $225,000 as a result of the exercise of the underwriter’s over-allotment option, which is non-interest bearing.

The aggregate value of the shares of Tiberius Common Stock subject to redemption recorded on Tiberius’s balance sheet was $164,055,568. Of this amount, (i) the aggregate value of shares of Tiberius Common Stock redeemed in connection with the Business Combination was $81,679,445, (ii) $798 represents the aggregate par value of the nonredeemed shares and (iii) $82,375,325 represents the aggregate additional paid-in capital of the nonredeemed shares.

Represents the recapitalization of IGI through the issuance of Pubco common shares and payment of the $80,000,000 cash consideration and the elimination of Tiberius’s historical accumulated deficit. Adjustments were made with respect to (i) the elimination of the existing IGI common shares in the amount of $143,375,678 that ceased to exist upon consummation of the Business Combination, (ii) the elimination of IGI treasury shares in the amount of $20,102,500, (iii) the elimination of Tiberius’s retained earnings of $2,967,901 and (iv) the issuance of Pubco common shares in the amount of $46,241,079 that were issued upon consummation of the Business Combination, of which $2,871 represents the aggregate par value of such shares and $46,238,208 represents the aggregate additional paid-in capital of such shares.

For purposes of determining the fair value of the common shares issued to the Tiberius stockholders, we have considered the closing quoted market price of Tiberius Common Stock on Nasdaq as of March 17, 2020 as representative of the fair value of the share-based consideration paid to Tiberius’s stockholders. This was the market price at which any existing or new investor could trade during the period after the expiration of the redemption deadline for Tiberius stockholders. In addition, for valuation purposes, we have also considered outstanding public warrants owned by Tiberius’s public stockholders (such warrants will be exercisable until March 17, 2025) using the most recent quoted price of these warrants on Nasdaq of $ 0.55 per warrant. We consider this price as an appropriate reflection of fair value per warrant as of the closing date.

In accordance with the calculation described below, fair value of Tiberius’s identifiable net assets acquired exceeds the fair value of the common shares (IPO shares) deemed to have been issued by IGI. This difference represents a ‘bargain purchase’ and shall be recognized in Pubco’s income statement. The below computation reflects in the money shares/options and the value of the outstanding public warrants owned by Tiberius’s public stockholders.

Description	Amount			Number of shares/warrants
(a) Public shares of Tiberius Common Stock net of actual redemptions		-			9,339,924
(b) Quoted unadjusted closing price of Tiberius Common Stock on Nasdaq as of March 17, 2020	$	8.32			-
(c) Fair value of common shares issued to Tiberius stockholders net of actual redemptions *(a b)**	$	77,708,168			-
(d) Outstanding public warrants owned by Tiberius’s public stockholders					12,750,000
(e) Quoted price per warrant	$	0.55
(f) Fair value of outstanding public warrants available to Tiberius (d * e)	$	7,012,500
Total fair value of common shares and warrants (c + f)	$	84,720,668
Tiberius’s assets based on actual redemptions	$	96,603,374			-
Less: Liabilities on Tiberius’s balance sheet (primarily sponsor loan and deferred underwriting commission)	$	(9,227,250	)		-
Tiberius’s net assets acquired	$	87,376,124			-
Bargain purchase on the closing date	$	2,655,456			-

Notes to Unaudited Pro Forma Combined Consolidated Statements of Income

Represents the expenses incurred by IGI in connection with the Business Combination recorded in IGI’s income statement.

Represents the elimination of unrealized gain and interest income on securities held in the Trust Account which will be liquidated after the consummation of the Business Combination.

Represents the tax effect of pro forma adjustments applied at IGI’s blended federal and state income tax rate. IGI’s statutory tax rate was 0% during the six months ended June 30, 2019 and year ended December 31, 2018.

Assuming that the Tiberius stockholders exercise redemption rights with respect to 7,910,076 shares of Tiberius Common Stock, the weighted average shares is calculated assuming that 9,339,924 Pubco common shares will be issued to the public holders of Tiberius Common Stock, 4,020,000 (Basic & Diluted) Pubco common shares will be issued in exchange for the Founder Shares and the shares issued pursuant to the forward purchase contracts, 2,314,883 (Basic & Diluted) Pubco common shares will be issued to the PIPE Investors, and 28,713,754 (Basic & Diluted) Pubco common shares will be issued in exchange for IGI common shares.

Exhibit 21.1

Subsidiaries of International General Insurance Holdings Ltd.

Legal Name of Subsidiary		Jurisdiction of Organization
International General Insurance Holdings Ltd.		United Arab Emirates
IGI Underwriting Co. Ltd.		Jordan
North Star Underwriting Limited		United Kingdom
International General Insurance Co. Ltd.		Bermuda
International General Insurance Co. Ltd. - Labuan Branch		Malaysia
International General Insurance Company (UK) Ltd.		United Kingdom
International General Insurance Company (Dubai) Ltd.		United Arab Emirates
Specialty Malls Investment Co.		Jordan
IGI Services Limited		Cayman Islands
Tiberius Acquisition Corp.		Delaware, United States