Twelve Seas Investment Company II 30,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • March 3rd, 2021 • Twelve Seas Investment Co. II • Blank checks • New York
Twelve Seas Investment Company II, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for you are acting as Representative (the “Representative”), an aggregate of 30,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional Public Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreemen
WARRANT AGREEMENTWarrant Agreement • March 3rd, 2021 • Twelve Seas Investment Co. II • Blank checks • New York
Twelve Seas Investment Company II Los Angeles, CA 90027Securities Subscription Agreement • February 1st, 2021 • Twelve Seas Investment Co. II • Blank checks • New York
This agreement (the “Agreement”) is entered into on July 21, 2020 by and between Twelve Seas Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Twelve Seas Investment Company II, a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2021 • Twelve Seas Investment Co. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 25, 2021, is made and entered into by and among Twelve Seas Investment Company II, a Delaware corporation (the “Company”) and Twelve Seas Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), Mizuho Securities USA LLC (“Mizuho”) (the Sponsor, Mizuho, and together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
February 25, 2021 Twelve Seas Investment Company II Los Angeles, California 90027Underwriting Agreement • March 3rd, 2021 • Twelve Seas Investment Co. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Twelve Seas Investment Company II, a Delaware corporation (the “Company”), and Mizuho Securities USA LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 30,000,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 3rd, 2021 • Twelve Seas Investment Co. II • Blank checks • New York
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • February 19th, 2021 • Twelve Seas Investment Co. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2021, by and between Twelve Seas Investment Company II, a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 29th, 2023 • Twelve Seas Investment Co. II • Blank checks • Delaware
This Agreement and Plan of Merger (as amended, this “Agreement”) is made and entered into as of December 22, 2023 by and among (i) Twelve Seas Investment Company II, a Delaware corporation (the “Purchaser”), (ii) Twelve Seas II Merger Sub 1 Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Purchaser (“Merger Sub 1”), (iii) Twelve Seas II Merger Sub 2 LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Purchaser (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”), (iv) Crystal Lagoons U.S. Corp., a Delaware corporation (together with its successors, “Original Crystal Lagoons”), and (v) CL Newco Inc., a newly-incorporated Delaware corporation (“Company”) (the Purchaser, Merger Sub 1, Merger Sub 2, Original Crystal Lagoons and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • March 3rd, 2021 • Twelve Seas Investment Co. II • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of February 25, 2021, by and between Twelve Seas Investment Company II, a Delaware corporation (the “Company”), and Mizuho Securities USA LLC (the “Subscriber”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • March 3rd, 2021 • Twelve Seas Investment Co. II • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of February 25, 2021, by and between Twelve Seas Investment Company II, a Delaware corporation (the “Company”), having its principal place of business at 2685 Nottingham Avenue, Los Angeles, CA 90027, and Twelve Seas Sponsor II LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 2685 Nottingham Avenue, Los Angeles, CA 90027.
Twelve Seas Sponsor II LLC New York, NY 10003-1502 February 13, 2024Sponsor Support Agreement • February 14th, 2024 • Twelve Seas Investment Co. II • Blank checks
Reference is made to that (i) certain Sponsor Voting and Support Agreement, dated December 22, 2023 (the “Sponsor Support Agreement”), by and among, Twelve Seas Investment Company II, a Delaware corporation (together with its successors, the “Purchaser”), CL Newco Inc., a Delaware corporation (the “Company”), and Twelve Seas Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) and (ii) that certain Agreement and Plan of Merger, dated as of December 22, 2023 (the “Merger Agreement”), by and among the Purchaser, the Company, the Crystal Lagoons U.S. Corp., a Delaware corporation, and the other parties thereto. Any term used but not defined in this letter agreement (this “Amendment”) will have the meaning ascribed to such term in the Sponsor Support Agreement or, if such term is not defined in the Sponsor Support Agreement, in the Merger Agreement.
Twelve Seas Investment Company IIAdministrative Support Agreement • March 3rd, 2021 • Twelve Seas Investment Co. II • Blank checks • New York
This letter agreement by and between Twelve Seas Investment Company II (the “Company”) and Twelve Seas Capital, Inc. (“Twelve Capital”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SPONSOR VOTING AND SUPPORT AGREEMENTSponsor Voting and Support Agreement • December 29th, 2023 • Twelve Seas Investment Co. II • Blank checks • Delaware
This SPONSOR VOTING AND Support Agreement (this “Agreement”) is made as of December 22, 2023, by and among (i) Twelve Seas Investment Company II, a Delaware corporation (together with its successors, the “Purchaser”), (ii) CL Newco Inc., a Delaware corporation (the “Company”), and (iii) Twelve Seas Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). Any capitalized term used but not defined in this Agreement shall have the meaning ascribed to such term in the Merger Agreement (as defined below).
STOCKHOLDER VOTING AND SUPPORT AGREEMENTStockholder Voting and Support Agreement • December 29th, 2023 • Twelve Seas Investment Co. II • Blank checks • Delaware
This STOCKHOLDER Voting and Support Agreement (this “Agreement”) is made as of December 22, 2023, by and among (i) Twelve Seas Investment Company II, a Delaware corporation (together with its successors, the “Purchaser”), (ii) CL Newco Inc., a Delaware corporation (the “Company”), and (iii) the individuals whose names appear on the signature pages hereto who may, subject to the Contribution, become holders of capital stock of the Company (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined in this Agreement shall have the meaning ascribed to such term in the Merger Agreement (as defined below).
Twelve Seas Investment Company IIAdministrative Support Agreement • February 19th, 2021 • Twelve Seas Investment Co. II • Blank checks • New York
This letter agreement by and between Twelve Seas Investment Company II (the “Company”) and Twelve Seas Capital, Inc. (“Twelve Capital”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
