Exhibit 10.28


 


Lagniappe
Ventures LLC

3601 N. Interstate 10 Service Rd. W.

Metairie, LA 70002, U.S.A.


 


February
12, 2020


 


Tiberius
Acquisition Corporation

3601 N. Interstate 10 Service Rd. W.

Metairie, LA 70002, U.S.A.

Attn: Andrew J. Poole, Chief Investment Officer


 


Re:       Letter
Agreement


 


Dear
Andrew:


 


Reference
is hereby made to that certain Business Combination Agreement, dated as of October 10, 2019 (as amended and as it may further
be amended, the “Business Combination Agreement”), by and among Tiberius Acquisition Corporation, a
Delaware corporation (including any successor thereto, “Purchaser”), Lagniappe Ventures LLC, a Delaware
limited liability company, solely in its capacity thereunder as the Purchaser Representative (the “Purchaser Representative”),
International General Insurance Holdings Ltd., a company organized under the laws of the Dubai International Financial Centre
(the “Company”), Wasef Jabsheh in his capacity thereunder as the Seller Representative (the “Seller
Representative”), and, pursuant to the execution and delivery of joinders thereto, International General Insurance
Holdings Ltd., a Bermuda exempted company (“Pubco”), and Tiberius Merger Sub, Inc., a Delaware corporation
and wholly-owned subsidiary of Pubco (“Merger Sub”). Any capitalized term used but not defined herein
will have the meaning ascribed thereto in the Business Combination Agreement.


 


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


 


		1.	Lagniappe
                                         Ventures LLC, a Delaware limited liability company (the “Sponsor”),
                                         agrees that, upon and subject to the Closing, Sponsor will forfeit one hundred eighty
                                         thousand (180,000) of its Founder Shares that are not Transferred Shares (as defined
                                         in the Sponsor Share Letter) or Sponsor Earnout Shares (as defined in the Sponsor Share
                                         Letter) under the Sponsor Share Letter (the “Forfeited Shares”).
                                         Upon and subject to the Closing, such Forfeited Shares will either be surrendered to
                                         and cancelled by the Purchaser, or will be acquired for no consideration for cancellation
                                         by Pubco.



 


		2.	Purchaser
                                         represents that, on or prior to the date hereof, Purchaser has entered into that certain
                                         warrant purchase agreement with a certain holder of Purchaser public warrants, pursuant
                                         to which Purchaser will purchase three million (3,000,000) of its warrants (the “Warrant
                                         Purchase Agreement”), a true and correct copy of which has been made available
                                         to the Company. The Warrant Purchase Agreement has been duly authorized, executed and
                                         delivered by Purchaser and constitutes the valid and binding obligation of Purchaser,
                                         enforceable against Purchaser, and, to the Knowledge of Purchaser, the other parties
                                         thereto, in accordance with its terms, subject to the Enforceability Exceptions.



 


		3.	Purchaser
                                         shall use its reasonable best efforts to satisfy the conditions contained in the Warrant
                                         Purchase Agreement and consummate the transactions contemplated thereby. Purchaser shall
                                         not terminate, amend or waive in any manner adverse to the Company or Pubco the Warrant
                                         Purchase Agreement without the Company’s prior written consent (not to be unreasonably
                                         withheld, delayed or conditioned) and Purchaser shall, except with the Company’s
                                         prior written consent, use its best efforts to enforce the Warrant Purchase Agreement
                                         in accordance with its terms.



 






    


     


    

 


		4.	No
                                         party hereto may assign either this Agreement or any of its rights, interests, or obligations
                                         hereunder without the prior written consent of the other parties. Any purported assignment
                                         in violation of this Section 4 shall be void and ineffectual and shall not operate
                                         to transfer or assign any interest or title to the purported assignee. This Agreement
                                         shall be binding on the undersigned and their respective successors and permitted assigns.



 


		5.	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.



 


		6.	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.



 


		7.	Any
                                         notice, consent or request to be given in connection with any of the terms or provisions
                                         of this Agreement shall be in writing and shall be sent in the same manner as provided
                                         in Section 12.1 of the Business Combination Agreement. Unless otherwise specified in
                                         writing by such party, notices to the Sponsor shall be sent to the address of the Purchaser
                                         Representative set forth in the Business Combination Agreement.



 


		8.	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
                                         11.2, 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. The parties
                                         acknowledge that waiver of claims against the Trust Account set forth in Section 11.1
                                         of the Business Combination Agreement will apply to this Agreement and the transactions
                                         contemplated hereby.



 


		9.	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}


 






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


 


	 	LAGNIAPPE VENTURES LLC
	 	 	 
	 	By:	/s/
    Michael Gray
	 	 	Name: Michael
    Gray
	 	 	Title:   Managing
    Member




 


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


 


TIBERIUS
ACQUISITION CORPORATION

a Delaware corporation


 


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




 


INTERNATIONAL
GENERAL INSURANCE HOLDINGS LTD.

a company organized under the laws of the Dubai International Financial Centre


 


	By:	/s/
    Wasef Jabsheh	 
	 	Name: Wasef Jabsheh	 
	 	Title:   Chief Executive Officer	 




 


INTERNATIONAL
GENERAL INSURANCE HOLDINGS LTD.

a Bermuda exempt company


 


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




 


 


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