BPGIC REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2019 • Brooge Holdings LTD • Petroleum refining • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 20, 2019, by and between (i) Brooge Holdings Limited, a Cayman Islands exempted company (including any successor entity thereto “Pubco”), and (ii) BPGIC Holdings Limited, a Cayman Islands exempted company (the “Investor”, and together with its permitted assigns, the “Investors”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (defined below).
BROOGE PETROLEUM AND GAS INVESTMENT COMPANY as Operalor -and- BliNIATHCO as Cuatomi,r Commercial Storage Agreement Hogan Lovells (Middle East) LLP 19th Floor, Al Fallan Currency Tower, Dubai International Financial Centre, PO Box 506602, Dubai, UAECommercial Storage Agreement • April 26th, 2023 • Brooge Energy LTD • Petroleum refining • Fujairah
The parties listed below agree, in this Commercial Storage Agreement (the “Agreemenf’) dated as of May 2nd 2019 and executed in Fujairah UAE, the following:
TRANSFEREE VOTING AGREEMENTTransferee Voting Agreement • February 4th, 2021 • Brooge Energy LTD • Petroleum refining • New York
This Transferee Voting Agreement (this “Agreement”) is made as of __________________, 2020 by and among BPGIC Holdings Limited, a Cayman Islands exempted company (“Transferor”) and the undersigned individual (the “Transferee”).
ContractMain Terminal Lease and Offtake Agreement • September 27th, 2019 • Brooge Holdings LTD • Fujairah
Certain identified information has been excluded from the exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.
ContractCommon User Pipe Rack Concession Agreement • September 27th, 2019 • Brooge Holdings LTD • Fujairah
Certain identified information has been excluded from the exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.
Master Istisna’ AgreementMaster Istisna’ Agreement • September 27th, 2019 • Brooge Holdings LTD
A In accordance with the Common Terms Agreement, the Participants have, amongst other things, appointed the Investment Agent as their agent under and in connection with the Finance Documents, including this Master Istisna’ Agreement (the Agreement).
ContractInvestment Agency Agreement • September 27th, 2019 • Brooge Holdings LTD
Certain identified information has been excluded from the exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.
Brooge Petroleum and Gas Investment Company FZE (“BPGIC”)Refinery Agreement • August 17th, 2020 • Brooge Energy LTD • Petroleum refining
In the Name of Allah, The Beneficent, The Merciful!Murabaha Agreement • September 27th, 2019 • Brooge Holdings LTD
Brooge Petroleum & Gas Investment Company FZE - and - Al Brooge International Advisory LLC DEED OF AGREEMENT Matter ref 160754/000010 DUBLIB01/FULLERCH/272744 Hogan Lovells (Middle East) LLP 19th Floor, Al Fattan Currency Tower, Dubai International...Deed of Agreement • June 30th, 2020 • Brooge Energy LTD • Petroleum refining • Fujairah
ContractCommon Terms Agreement • September 27th, 2019 • Brooge Holdings LTD
Certain identified information has been excluded from the exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.
Joint Development AgreementJoint Development Agreement • September 27th, 2019 • Brooge Holdings LTD
Forward Lease Dated National Bank of Abu Dhabi PJSC – Islamic Banking Division (The Lessor, acting as Investment Agent for and on behalf of the Participants) Brooge Petroleum and Gas Investment Company FZC (The Lessee)Forward Lease • September 27th, 2019 • Brooge Holdings LTD
A In accordance with the Investment Agency Agreement, the Participants have, amongst other things, appointed the Investment Agent as their agent under and in connection with the Transaction Documents, including this Forward Lease.
FIRST AMENDMENT TO ESCROW AGREEMENTEscrow Agreement • December 30th, 2019 • Brooge Holdings LTD • Petroleum refining
This First Amendment (this “First Amendment”) to the Escrow Agreement (as defined below) is made and entered into effective as of December 20, 2019, by and among (i) BPGIC Holdings Limited, a Cayman Islands exempted company (together with its successors, “Seller”), (ii) Brooge Holdings Limited, a Cayman Islands exempted company (“Pubco”), and (iii) Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Escrow Agreement.
Service Agency Agreement Dated 29-06-2015 Brooge Petroleum and Gas Investment Company FZC (The Service Agent) National Bank of Abu Dhabi PJSC - Islamic Banking Division (The Lessor)Service Agency Agreement • September 27th, 2019 • Brooge Holdings LTD
REFINERY AGREEMENTRefinery Agreement • June 30th, 2020 • Brooge Energy LTD • Petroleum refining • Fujairah
Brooge Petroleum & Gas Investment Company FZC (BPGIC), PO Box 50170, Fujairah, United Arab Emirates (hereinafter referred to as “BPGIC”)
Brooge Petroleum and Gas Investment Company FZC (as Mortgagor) and National Bank of Abu Dhabi PJSC – Islamic Banking Division (as Security Agent) COMMERCIAL MORTGAGE THIS COMMERCIAL MORTGAGE is datedCommercial Mortgage • September 27th, 2019 • Brooge Holdings LTD • Abu Dhabi
ContractRefinery and Services Agreement • September 27th, 2019 • Brooge Holdings LTD • Fujairah
Certain identified information has been excluded from the exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.
Brooge Petroleum and Gas Investment Company FZE (“BPGIC”) PO Box 50170 Fujairah United Arab Emirates April 2020Refinery Agreement • June 30th, 2020 • Brooge Energy LTD • Petroleum refining
We refer to the refinery agreement executed by BIA and BPGIC and dated 23 February 2020 (the “Refinery Agreement”) pursuant to which BIA and BPGIC agreed finalise the terms of a joint venture with regard to the Project (as defined in the Refinery Agreement) within 30 working days.
ContractMain Terminal Lease and Offtake Agreement • September 27th, 2019 • Brooge Holdings LTD • Fujairah
Certain identified information has been excluded from the exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.
MUCOG Ref. 182901-PMO-CONT-001 Rev. 0 MUC Oil & Gas Engineering Consultancy P.O. Box 67647, Sharjah, UAE Tel: +971 6 550 6555 Fax: +971 6 550 6953 www.mucog.com front@mucog.comProject Management Consultancy Agreement • September 27th, 2019 • Brooge Holdings LTD • Abu Dhabi
Land Lease Agreement between Fujairah Oil Industry Zone and Brooge Petroleum and Gas Investment CompanyLand Lease Agreement • June 30th, 2020 • Brooge Energy LTD • Petroleum refining • Fujairah
Brooge Petroleum & Gas Investment Company FZE - and - Blue Ocean Energy FZC Refinery Agreement Matter No. 160754/000010 DUBLIB01/FULLERCH/271994 Hogan Lovells (Middle East) LLP 19th Floor, Al Fattan Currency Tower, Dubai International Financial...Refinery Agreement • July 9th, 2021 • Brooge Energy LTD • Petroleum refining • Fujairah
Re: Waiver of Earn-Out ProvisionsWaiver of Earn-Out Provisions • December 30th, 2019 • Brooge Holdings LTD • Petroleum refining
This letter is to inform you that Twelve Seas Sponsors I LLC (the “Sponsor”), the sponsor of Twelve Seas Investment Company (“Twelve Seas”), is entering into an agreement with Magnetar Financial LLC (the “Investor”), pursuant to which, among other things, (i) the Investor will purchase 2,000,000 publicly-traded ordinary shares of Twelve Seas (the “Purchased Shares”) at $10.32 per share for an aggregate purchase price of $20,640,000 in a private transaction, (ii) the Investor shall undertake and take actions necessary so that the Purchased Shares will not be redeemed, (iii) the Sponsor will guarantee a rate of return (the “Guaranteed Return”) to the Investor on the Purchased Shares at 15% (compounded annually) having any dividends received by Investor to count towards the Guaranteed Return, and will use all of the Founder Shares and Private Placement Units (the “Collateral Securities”) as collateral for such guarantee, and (iv) the Investor agrees to not sell the Purchase Shares at pric
INITIAL SHAREHOLDER ESCROW AGREEMENTInitial Shareholder Escrow Agreement • December 30th, 2019 • Brooge Holdings LTD • Petroleum refining • New York
This INITIAL SHAREHOLDER ESCROW AGREEMENT (this “Agreement”) is made and entered into as of December 20, 2019 by and among (i) Brooge Holdings Limited, a Cayman Islands exempted company (“Pubco”), (ii) Continental Stock Transfer & Trust Company (“CST”), as escrow agent (the “Escrow Agent”), (iii) Twelve Seas Sponsors I LLC, a Delaware limited liability company (“Sponsor”), Gregory Stoupnitzky (“Stoupnitzky”) and Suneel G. Kaji (“Kaji”, and collectively with Stoupnitzky and Sponsor, the “Initial Shareholders”). Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Business Combination Agreement (as defined below) and the Founder Share Letter (as defined below).
Second Addendum to Joint Development AgreementJoint Development Agreement • September 27th, 2019 • Brooge Holdings LTD
Business Combination Marketing Agreement Fee AmendmentBusiness Combination Marketing Agreement Fee Amendment • December 30th, 2019 • Brooge Holdings LTD • Petroleum refining • New York
This Business Combination Marketing Agreement Fee Amendment (this “Amendment”) is entered into as of December 20, 2019, by and among EarlyBirdCapital, Inc. (“Advisor”), Twelve Seas Investment Company (the “Company”), and Brooge Holdings Limited (“Pubco”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2019 • Brooge Holdings LTD • Petroleum refining • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 20th of December, 2019, by and among Brooge Holdings Limited, a Cayman Islands exempted company (including any successor entity thereto, the “Company”), and the undersigned parties listed under Investor on the signature page hereto and their respective successors and permitted assigns (each, an “Investor” and collectively, the “Investors”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (defined below).
AMENDMENT TO WARRANT AGREEMENT AND RIGHTS AGREEMENTWarrant Agreement and Rights Agreement • December 30th, 2019 • Brooge Holdings LTD • Petroleum refining
THIS AMENDMENT TO WARRANT AGREEMENT AND RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of December 20, 2019, by and among (i) Twelve Seas Investment Company, a Cayman Island exempted company (the “Company”), (ii) Brooge Holdings Limited, a Cayman Islands exempted company (“Pubco”), and (iii) Continental Stock Transfer & Trust Company, a New York corporation, as both warrant agent and rights agent (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) or the Rights Agreement (as defined below), as applicable, (and if such term is not defined in the Warrant Agreement or the Rights Agreement, then the Business Combination Agreement (as defined below)).
AMENDMENT TO SHARE ESCROW AGREEMENTShare Escrow Agreement • December 30th, 2019 • Brooge Holdings LTD • Petroleum refining • New York
THIS AMENDMENT TO SHARE ESCROW AGREEMENT (this “Amendment”) is made and entered into as of December 20, 2019, by and among (i) Twelve Seas Investment Company, a Cayman Island exempted company (the “Company”), (ii) Brooge Holdings Limited, a Cayman Islands exempted company (“Pubco”), (iii) the individuals and entities listed under Initial Shareholders on the signature page hereto (each an “Initial Shareholder” and, collectively, the “Initial Shareholders”) and (iv) Continental Stock Transfer & Trust Company, a New York corporation, as escrow agent (the “Escrow Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Share Escrow Agreement (as defined below) (and if such term is not defined in the Share Escrow Agreement, then the Business Combination Agreement (as defined below)).
EMPLOYMENT AGREEMENT BETWEEN BROOGE PETROLEUM AND GAS INVESTMENT COMPANY FZC AND NICOLAAS PAARDENKOOPER DATE 21ST MAY 2017Employment Agreement • September 27th, 2019 • Brooge Holdings LTD • Fujairah
This document describes the terms and conditions of the employment contract between Brooge Petroleum and Gas Investment Company FZC, organized and existing under the laws and regulations applicable in the Fujairah Free Zone, United Arab Emirates, P.O. Box 50170 Fujairah, UAE (the “Company”) and Mr. Nicolaas Paardenkooper, a Dutch National, holding a Dutch passport, (the “Employee”) and sets out the particulars of employment with the Company.
Brooge Petroleum and Gas Investment Company FZE (“BPGIC”) PO Box 50170 Fujairah United Arab Emirates 2nd June 2020Refinery Agreement • June 30th, 2020 • Brooge Energy LTD • Petroleum refining
We refer to the refinery agreement executed by BIA and BPGIC and dated 23 February 2020 (the “Refinery Agreement”) pursuant to which BIA and BPGIC agreed to finalise the terms of a joint venture with regard to the Project (as defined in the Refinery Agreement) within 30 working days. We also refer to the letter agreement executed by BIA and BPGIC and dated April 2020 pursuant to which the deadline was extended to Thursday 4 June 2020.
Master Istisna’ AgreementMaster Istisna’ Agreement • September 27th, 2019 • Brooge Holdings LTD
A In accordance with the Investment Agency Agreement, the Participants have, amongst other things, appointed the Investment Agent as their agent under and in connection with the Transaction Documents, including this Master Istisna’ Agreement (the Agreement).
Dear Sirs Brooge Petroleum and Gas Investment Company FZC (the Company) - conditional waiver letterConditional Waiver Letter • September 27th, 2019 • Brooge Holdings LTD
DIVIDEND WAIVERDividend Waiver • December 30th, 2019 • Brooge Holdings LTD • Petroleum refining
Reference is hereby made to that certain Business Combination Agreement, dated as of April 15, 2019 (as amended, the “Agreement”), by and among Twelve Seas Investment Company (“Twelve Seas”), Brooge Merger Sub Limited, Brooge Holdings Limited (“Pubco”), Brooge Petroleum And Gas Investment Company FZE, and the Seller party thereto. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Agreement.
