15,000,000 Units TWELVE SEAS INVESTMENT COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2018 • Twelve Seas Investment Co • Blank checks • New York
Twelve Seas Investment Company, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2018 • Twelve Seas Investment Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of June, 2018, by and among Twelve Seas Investment Company, a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investors” and collectively, the “Investors”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • June 14th, 2018 • Twelve Seas Investment Co • Blank checks
EARLYBIRDCAPITAL, INC. New York, New York 10017Twelve Seas Investment Co • June 14th, 2018 • Blank checks • New York
This is to confirm our agreement whereby Twelve Seas Investment Company, a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-225352) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
RIGHTS AGREEMENTRights Agreement • June 14th, 2018 • Twelve Seas Investment Co • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of June [●], 2018 between Twelve Seas Investment Company, a Cayman Islands exempted company with offices at Suite 1003-1004, 10/F, ICBC Tower, Three Garden Road, Central, Hong Kong (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
WARRANT AGREEMENTWarrant Agreement • June 14th, 2018 • Twelve Seas Investment Co • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of [ ], 2018, by and between Twelve Seas Investment Company, a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 14th, 2018 • Twelve Seas Investment Co • Blank checks • New York
This Agreement is made as of June [ ], 2018 by and between Twelve Seas Investment Company (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • June 14th, 2018 • Twelve Seas Investment Co • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of June [ ], 2018 (“Agreement”), by and among Twelve Seas Investment Company, a Cayman Islands exempted company (the “Company”), the individuals and entities listed on the signature pages hereto (each, an “Initial Shareholder” and, collectively, the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
Twelve Seas Investment Company 25/28 Old Burlington Street Mayfair, London, W1S 3ANTwelve Seas Investment Co • June 14th, 2018 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Twelve Seas Investment Company, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one redeemable warrant (the “Warrants”), each redeemable Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, and one right to receive one-tenth of an Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
Twelve Seas Investment Company 25/28 Old Burlington Street Mayfair, London, W1S 3ANLetter Agreement • June 14th, 2018 • Twelve Seas Investment Co • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the first date (the “Effective Date”) that any securities of Twelve Seas Investment Company (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Capital Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Twelve Seas Capital, Inc. shall make available to the Company certain general and administrative services, including office space, utilities and secretarial support as may be required by the Company from time to time, situated at 25/28 Old Burlington Street, Mayfair, London, W1S 3AN (or any successor location). In exchange therefor, the Company shall pay Twelve Seas Capital, Inc. th
