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”.
