18,000,000 Units TWELVE SEAS INVESTMENT COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • June 25th, 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:
Twelve Seas Investment Company 25/28 Old Burlington Street Mayfair, London W1S 3AN United KingdomTwelve Seas Investment Co • December 22nd, 2017 • Blank checks • New York
Twelve Seas Investment Company, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Twelve Seas Sponsors I LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for and purchase 4,312,500 of the Company’s ordinary shares (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 562,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2018 • Twelve Seas Investment Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 19th 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 25th, 2018 • Twelve Seas Investment Co • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of June 19, 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 25th, 2018 • Twelve Seas Investment Co • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of June 19, 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”).
BUSINESS COMBINATION AGREEMENT by and amongBusiness Combination Agreement • April 19th, 2019 • Twelve Seas Investment Co • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of April 15, 2019 by and among (i) Twelve Seas Investment Company, a Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) Brooge Holdings Limited, a Cayman Islands exempted company (“Pubco”), (iii) Brooge Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”), (iv) Brooge Petroleum And Gas Investment Company FZE, a company formed under the laws of the Fujairah Free Zone, UAE (the “Company”), and (v) each of the holders of the Company’s outstanding capital shares that become parties to this Agreement by executing and delivering to Purchaser, Pubco and the Company a Joinder (as defined below) (each a “Seller”). Purchaser, Pubco, Merger Sub, the Company and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
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 25th, 2018 • Twelve Seas Investment Co • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of June 19, 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”).
June 19, 2018Twelve Seas Investment Co • June 25th, 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 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.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 25th, 2018 • Twelve Seas Investment Co • Blank checks • New York
This Agreement is made as of June 19, 2018 by and between Twelve Seas Investment Company (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
Twelve Seas Investment Company 25/28 Old Burlington Street Mayfair, London, W1S 3ANLetter Agreement • June 25th, 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
June 19, 2018Twelve Seas Investment Co • June 25th, 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.
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTFirst Amendment • September 20th, 2019 • Twelve Seas Investment Co • Blank checks
This First Amendment (this “First Amendment”) to Business Combination Agreement is made and entered into effective as of September 16, 2019, by and among (i) Twelve Seas Investment Company, a Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) Brooge Holdings Limited, a Cayman Islands exempted company (“Pubco”), (iii) Brooge Petroleum And Gas Investment Company FZE, a company formed under the laws of the Fujairah Free Zone, UAE (the “Company”), and (iv) Brooge Petroleum and Gas Investment Company (BPGIC) PLC, a company formed under the laws of England and Wales (“Seller”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Business Combination Agreement (as defined below).
Twelve Seas Investment Company 135 East 57th Street, 18th Floor, New York, New York April 30, 2019Twelve Seas Investment Co • May 2nd, 2019 • Blank checks
Reference is made to that certain Business Combination Agreement, dated as of April 15, 2019 (as it may be amended, the “Business Combination Agreement”), by and among Twelve Seas Investment Company, a Cayman Islands exempted company (“Purchaser”), Brooge Holdings Limited, a Cayman Islands exempted company (“Pubco”), Brooge Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco, Brooge Petroleum And Gas Investment Company FZE, a company formed under the laws of the Fujairah Free Zone, UAE (the “Company”), and each shareholder of the Company that executes and delivers a joinder agreement to become a Seller party thereunder. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Business Combination Agreement.
ESCROW AGREEMENTEscrow Agreement • May 13th, 2019 • Twelve Seas Investment Co • Blank checks • New York
JOINDER TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 13th, 2019 • Twelve Seas Investment Co • Blank checks • New York
THIS JOINDER TO BUSINESS COMBINATION AGREEMENT (this “Joinder”) is made and entered into as of May 10, 2019 by Brooge Petroleum and Gas Investment Company (BPGIC) PLC, a company formed under the laws of England and Wales (“Seller”) and the sole shareholder of the Company (as defined below), to and for the benefit of each of (i) Twelve Seas Investment Company, a Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) Brooge Holdings Limited, a Cayman Islands exempted company (“Pubco”), (iii) Brooge Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”), and (iv) Brooge Petroleum And Gas Investment Company FZE, a company formed under the laws of the Fujairah Free Zone, UAE (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Business Combination Agreement.
