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.
BPGIC REGISTRATION RIGHTS AGREEMENTBpgic Registration 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).
Re: Waiver of Earn-Out ProvisionsBrooge Holdings LTD • December 30th, 2019 • 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).
Business Combination Marketing Agreement Fee AmendmentBusiness Combination Marketing Agreement • 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)).
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.
VOTING AGREEMENTVoting Agreement • December 30th, 2019 • Brooge Holdings LTD • Petroleum refining • New York
This Voting Agreement (this “Agreement”) is made as of December 20, 2019 by and among (i) BPGIC Holdings Limited, a Cayman Islands exempted company (“Seller”), (ii) Twelve Seas Sponsors I LLC, a Delaware limited liability company, the sponsor of Purchaser (“Sponsor”), (iii) Gregory Stoupnitzky (“Stoupnitzky”) and (iv) Suneel G. Kaji (“Kaji”, and collectively with Sponsor and Stoupnitzky, the “Holders”, and each individually, a “Holder”). 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).
