TRANSFEREE VOTING AGREEMENTTransferee Voting Agreement • April 21st, 2020 • BPGIC HOLDINGS 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”).
GUARANTYGuaranty • April 21st, 2020 • BPGIC HOLDINGS LTD • Petroleum refining • New York
This GUARANTY (this “Guaranty”), dated as of January 30, 2020, is made by HBS INVESTMENTS LP, a Cayman Islands exempted limited partnership (“Guarantor”), in favor and for the benefit of ANVIL TRUST, a trust formed under the laws of Gibraltar (“Investor”).
ESCROW AGREEMENTEscrow Agreement • April 21st, 2020 • BPGIC HOLDINGS LTD • Petroleum refining • New York
This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of ______________ 2020 by and among (i) BPGIC Holdings Limited, a Cayman Islands exempted company (“BPGIC”), (ii) Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), and (iii) Anvil Trust, a trust formed under the laws of Gibraltar (“Anvil”).
JOINDER TO BPGIC REGISTRATION RIGHTS AGREEMENTJoinder to Registration Rights Agreement • April 21st, 2020 • BPGIC HOLDINGS LTD • Petroleum refining • New York
This Joinder to BPGIC Registration Rights Agreement (“Joinder”) is entered into on ___________, 2020 by the undersigned individual (the “Transferee”), Brooge Energy Limited, (the “Company”), and BPGIC Holdings Limited (the “Transferor”) (defined below), pursuant to the terms of that certain BPGIC Registration Rights Agreement, dated as of December 20, 2019 (the “BPGIC Registration Rights Agreement”), by and among the Company and the Transferor. Capitalized terms used but not defined in this Joinder shall have the respective meanings ascribed to such terms in the BPGIC Registration Rights Agreement.
JOINDER TO DIVIDEND WAIVERJoinder to Dividend Waiver • April 21st, 2020 • BPGIC HOLDINGS LTD • Petroleum refining
This Joinder to Dividend Waiver (this “Joinder”), is entered into by __________________, an individual citizen and resident of _________________________ (the “Transferee”). Reference is hereby made to (i) that certain letter dated as of March 1, 2020, from SBD International LP (“SBD”), a Cayman Islands exempted limited partnership and an indirect parent of BPGIC Holdings Limited, a Cayman Islands exempted company (the “Seller”) in favor of Transferee (the “Letter”) whereby SBD undertook to procure the transfer to Transferee of ___________________ ordinary shares (the “Shares”) of Brooge Holdings Limited, a Cayman Islands exempted company (“Pubco”), and (ii) those certain counterpart Dividend Waivers, dated on or about December 20, 2019, by and among the Initial Waiving Shareholders (defined below) (collectively, the “Dividend Waiver”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Letter and the Dividend Waiver, as applicable.
JOINDER TO DIVIDEND WAIVERJoinder to Dividend Waiver • April 21st, 2020 • BPGIC HOLDINGS LTD • Petroleum refining
This Joinder to Dividend Waiver (this “Joinder”), is entered into by Anvil Trust, a trust formed under the laws of Gibraltar (“Anvil”). Reference is hereby made to (i) that certain Letter of Intent, dated as of December 19, 2019 (the “LOI”), by and between Anvil and HBS Investments LP, a Cayman Islands partnership (“HBS”) and (ii) those certain counterpart Dividend Waivers, dated on or about December 20, 2019, by and among the Initial Waiving Shareholders (defined below) (collectively, the “Dividend Waiver”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the LOI and the Dividend Waiver, as applicable.
Twelve Seas Sponsors I LLC 135 E. 57th Street, 8th Floor New York, NY 10022Binding Letter of Intent • April 21st, 2020 • BPGIC HOLDINGS LTD • Petroleum refining • New York
This binding letter of intent confirms the agreement of HBS Investments LP, a Cayman partnership (the “Guarantor”) and Anvil Trust, a , (the “Investor”) to take certain actions set forth herein relating to the securities of Twelve Seas Investment Company, a NASDAQ-listed company formed under the laws of Cayman Islands (“Twelve Seas”). The principal terms of our proposed transaction are set forth below and on Exhibit A attached hereto. To the extent of any inconsistencies, the terms set forth in Exhibit A shall govern.
