Exhibit 10.6


 


 


UNIT SUBSCRIPTION AGREEMENT


 


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”).


 


WHEREAS, the Company desires to sell to
the Subscriber on a private placement basis (the “Placement”) an aggregate of 200,000 units (the “Initial
Units”) of the Company, and up to an additional 30,000 units (the “Additional Units” and together with the
Initial Units, the “Units”) of the Company in the event that the underwriters’ 45-day over-allotment option
(“Over Allotment Option”) is exercised in full or part, each Unit comprised of one share of Class A common stock
of the Company, par value $0.0001 per share (“Common Stock”) and one-third of one warrant, each whole warrant
exercisable to purchase one share of Common Stock (“Warrant”), for a purchase price of $10.00 per Unit. The
shares of Common Stock underlying the Warrants are hereinafter referred to as the “Warrant Shares”. The shares
of Common Stock underlying the Units (excluding the Warrant Shares) are hereinafter referred to as the “Placement Shares.”
The Warrants underlying the Units are hereinafter referred to as the “Placement Warrants.” The Units, Placement
Shares, Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.”
Each whole Placement Warrant is exercisable to purchase one share of Common Stock at an exercise price of $11.50 during the period
commencing on the later of (i) twelve (12) months from the date of the closing of the Company’s initial public offering of
units (the “IPO”) and (ii) 30 days following the consummation of the Company’s initial business combination
(the “Business Combination”), as such term is defined in the registration statement in connection with the IPO,
as amended at the time it becomes effective (the “Registration Statement”), and expiring on the fifth anniversary
of the consummation of the Business Combination (provided that so long as the Placement Warrants are held by the Subscriber or
its designees or affiliates, the Subscriber or its designees or affiliates will not be permitted to exercise such Placement Warrants
after the five year anniversary of the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i));
and


 


WHEREAS, the Subscriber wishes to purchase
the Initial Units and up to 30,000 Additional Units, and the Company wishes to accept such subscription from the Subscriber.


 


NOW, THEREFORE, in consideration of the
premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and Subscriber hereby agree as follows:


 


1. Agreement
to Subscribe


 


1.1 Purchase and Issuance of the Initial
Units. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company,
and the Company hereby agrees to sell to the Subscriber, on the Initial Closing Date (as defined below) the Initial Units in consideration
of the payment of the Purchase Price (as defined below). On the Initial Closing Date, the Company shall, at its option, deliver
to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form.


 


1.2. Purchase Price. The Subscriber shall
pay $2,000,000 (the “Purchase Price”) by wire transfer of immediately available funds or by such other method
as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial
institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”),
on or prior to the Initial Closing Date (as defined below).


 


1.3. Initial Closing. The closing of the
purchase and sale of Initial Units shall take place simultaneously with the closing of the IPO (the “Initial Closing Date”).
The closing of such Units shall take place at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor,
New York, New York, 10105, or such other place as may be agreed upon by the parties hereto.


 






    


     


    

 


1.4. Purchase and Issuance of Additional
Units. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company,
and the Company hereby agrees to sell to the Subscriber, on the Over-Allotment Closing Date, up to an aggregate of 30,000 Additional
Units in consideration of the payment of $10.00 per Additional Unit for a purchase price of up to $300,000 and in the same proportion
as the amount of the Over-Allotment Option is exercised. The purchase and issuance of the Additional Units shall occur only in
the event that the Over-Allotment Option is exercised in full or in part. On the Over-Allotment Closing Date (as defined below),
the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such
delivery in book-entry form.


 


1.5. Purchase Price. As payment in full
for the Additional Units being purchased under this Agreement, the Subscriber shall pay $10.00 per Additional Unit being purchased
by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the
Trust Account on the date of the consummation of the closing of the over-allotment option, and concurrently with the consummation
thereof, or on such earlier time and date as may be mutually agreed by the Company and the Subscriber (each such date, an “Over-Allotment
Closing Date”; together with the Initial Closing Date, the “Closing Dates” and each, a “Closing
Date”).


 


1.6. Over-Allotment Closing. The Over-Allotment
Closing Date shall take place at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor,
New York, New York, 10105, or such other place as may be agreed upon by the parties hereto.


 


1.7 Conditions to Closing. The obligation
of the Subscriber to purchase and pay for the Units as provided herein shall be subject to the satisfaction of the conditions set
forth in Section 5 of the Underwriting Agreement, dated as of the date hereof, by and between the Company and the Subscriber, as
representative of the underwriters named therein (the “Underwriting Agreement”).


 


1.8 Termination. This Agreement and each
of the obligations of the undersigned shall be null and void and without effect if the Initial Closing Date does not occur prior
to June 30, 2021.


 


2. Representations
and Warranties of the Subscriber


 


The Subscriber represents and warrants to
the Company that:


 


2.1. No Government Recommendation or Approval.
The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the Company
or the Placement of the Securities.


 


2.2. Accredited Investor. The Subscriber
represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being
made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities
Act and similar exemptions under state law.


 


2.3. Intent. The Subscriber is purchasing
the Securities solely for investment purposes, for the Subscriber’s own account (and/or for the account or benefit of its
members or affiliates, as permitted, pursuant to the terms hereof), and not with a view to the distribution thereof and the Subscriber
has no present arrangement to sell the Securities to or through any person or entity except as may be permitted hereunder. The
Subscriber shall not engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act.


 


2.4. Restrictions on Transfer. The Subscriber
acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States
within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future
the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged
or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant
to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other
available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable
securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands
the Securities are subject to transfer restrictions as described in Section 8 hereof. The Subscriber agrees that if any transfer
of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber
may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent
registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities (unless
otherwise permitted pursuant to the terms hereof). The Subscriber further acknowledges that because the Company is a shell company,
Rule 144 may not be available to the Subscriber for the resale of the Securities until the one year anniversary following consummation
of the initial Business Combination of the Company, despite technical compliance with the requirements of Rule 144 and the release
or waiver of any contractual transfer restrictions.


 






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2.5. Sophisticated Investor.


 


(i) The Subscriber is sophisticated in
financial matters and is able to evaluate the risks and benefits of the investment in the Securities.


 


(ii) The Subscriber is aware that an investment
in the Securities is highly speculative and subject to substantial risks because, among other things, (a) the Securities are subject
to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration is available and (b) the Subscriber has waived its redemption
rights with respect to the Securities as set forth in Section 5 hereof, and the Securities held by the Subscriber are not entitled
to, and have no right, interest or claim to any monies held in the Trust Account, and accordingly the Subscriber may suffer a loss
of a portion or all of its investment in the Securities. The Subscriber is able to bear the economic risk of its investment in
the Securities for an indefinite period of time.


 


2.6. Organization and Authority. The Subscriber
is duly organized, validly existing and in good standing under the laws of its state of incorporation or formation and it possesses
all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.7. Authority. This Agreement has been
validly authorized, executed and delivered by the Subscriber and is a valid and binding agreement enforceable in accordance with
its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’
rights generally.


 


2.8. No Conflicts. The execution, delivery
and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate,
conflict with or constitute a default under (i) the Subscriber’s charter documents, (ii) any agreement or instrument to which
the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order,
judgment or decree to which the Subscriber is subject.


 


2.9. No Legal Advice from Company. The Subscriber
acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement and the other
agreements entered into between the parties hereto with the Subscriber’s own legal counsel and investment and tax advisors.
Except for any statements or representations of the Company made in this Agreement and the other agreements entered into between
the parties hereto, the Subscriber is relying solely on such counsel and advisors and not on any statements or representations
of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the
transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


2.10. Reliance on Representations and Warranties.
The Subscriber understands the Units are being offered and sold to the Subscriber in reliance on exemptions from the registration
requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company
is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the
Subscriber set forth in this Agreement in order to determine the applicability of such provisions.


 






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2.11. No General Solicitation. The Subscriber
is not subscribing for the Units as a result of or subsequent to any general solicitation or general advertising, including but
not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media
or broadcast over television or radio, or presented at any seminar or meeting or in a registration statement with respect to the
IPO filed with the Securities and Exchange Commission (“SEC”).


 


2.12. Legend. The Subscriber acknowledges
and agrees the certificates (if any) evidencing each of the Securities shall bear a restrictive legend (the “Legend”),
in form and substance substantially as set forth in Section 4 hereof.


  


3. Representations,
Warranties and Covenants of the Company


 


The Company represents and warrants to,
and agrees with, the Subscriber that:


 


3.1. Valid Issuance of Capital Stock. The
total number of shares of all classes of capital stock which the Company has authority to issue is 100,000,000 shares of Class
A Common Stock, 10,000,000 shares of Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock”),
and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date hereof,
the Company has issued and outstanding 7,187,500 shares of Class B Common Stock (of which up to 937,500 shares are subject to forfeiture
as described in the Registration Statement), no shares of Class A Common Stock and no shares of Preferred Stock. All of the issued
shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.


 


3.2 Title to Securities. Upon issuance in
accordance with, and payment pursuant to, the terms hereof and that certain warrant agreement to be entered into between the Company
and Continental, as warrant agent (the “Warrant Agreement”), as the case may be, each of the Units, Placement
Shares, Placement Warrants and Warrant Shares will be duly and validly issued, fully paid and non-assessable. On the date of issuance
of the Units, the Warrant Shares shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant
to, the terms hereof and the Warrant Agreement, as the case may be, the Subscriber will have or receive good title to the Units,
Placement Shares and Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer
restrictions hereunder and (ii) transfer restrictions under federal and state securities laws.


 


3.3. Organization and Qualification. The
Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has
the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.


 


3.4. Authorization; Enforcement. (i) The
Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue
the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement by the Company
and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action,
and no further consent or authorization of the Company or its Board of Directors or stockholders is required, and (iii) this Agreement
constitutes valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or
similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles
of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities
laws or principles of public policy.


 


3.5. No Conflicts. The execution, delivery
and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not (i) result
in a violation of the Company’s certificate of incorporation or by-laws, (ii) conflict with, or constitute a default under
any agreement or instrument to which the Company is a party or (iii) any law statute, rule or regulation to which the Company is
subject or any agreement, order, judgment or decree to which the Company is subject. Other than any SEC or state securities filings
which may be required to be made by the Company subsequent to a Closing Date, and any registration statement which may be filed
pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization
or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order for it
to perform any of its obligations under this Agreement or issue the Units, Placement Shares, Placement Warrants or Warrant Shares
in accordance with the terms hereof.


 






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3.6. Additional Representations and Warranties.
The representations and warranties of the Company set forth in the Underwriting Agreement are hereby incorporated herein.


 


4. Legends


 


4.1. Legend. The Company will issue the Units, Placement Shares
and Placement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber. The certificates
(if any) evidencing the Securities will bear the following Legend and appropriate “stop transfer” instructions:


 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A UNIT SUBSCRIPTION AGREEMENT BETWEEN TWELVE SEAS INVESTMENT COMPANY II AND
MIZUHO SECURITIES USA LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP
PURSUANT TO THE TERMS SET FORTH IN THE UNIT SUBSCRIPTION AGREEMENT.”


 


4.2. Subscriber’s Compliance. Nothing
in this Section 4 shall affect in any way the Subscriber’s obligations and agreements to comply with all applicable securities
laws upon resale of the Securities.


 


4.3. Company’s Refusal to Register
Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the
Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities
Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith.


 


4.4 Registration Rights. The Subscriber
will be entitled to certain registration rights which will be governed by a registration rights agreement (“Registration
Rights Agreement”) to be entered into between, among others, the Subscriber and the Company, on or prior to the effective
date of the Registration Statement.


 


5. Waiver of Liquidation Distributions.


 


In connection with the Securities purchased
pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions
of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights
if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to
a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon
the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve
an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of
the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the
Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination
activity. In the event the Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares
so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all
other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.


 






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6. Terms of Placement Warrants.
Each Placement Warrant shall have the terms set forth in the Warrant Agreement.


 


7. Lock-Up Period.


 


7.1. The Subscriber agrees that it shall
not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers
of Securities are permitted, subject to compliance with Section 7.3 hereof, (a) to the Company’s officers or directors, any
affiliate or family member of any of the Company’s officers or directors or any affiliate of the Subscriber or to any of
the Subscriber’s officers, directors or member(s) or any of their respective affiliates; (b) in the case of an individual,
by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s
immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue
of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic
relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement
or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants
were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Business Combination;
(g) by virtue of the laws of the state of incorporation or formation of the Subscriber or the Subscriber’s limited liability
company agreement upon dissolution of the Subscriber or (h) in the event of the Company’s liquidation, merger, capital stock
exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right
to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided,
however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with
the Company agreeing to be bound by the Transfer restrictions herein.


 


7.2. For purposes of Section 7.1, the term
“Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of
any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase
of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section
16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect
to, any of the Securities, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of
the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such
Securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a)
or (b).


 


7.3 In addition to the restrictions on transfer
described in Section 7.1, Subscriber acknowledges and agrees that the Units and their component parts and the related registration
rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore,
pursuant to Rule 5110(g) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of
effectiveness or commencement of sales in the IPO, subject to certain limited exceptions to permitted transferees hereunder and
in accordance with FINRA Rule 5110(g)(2). Additionally, the Units and their component parts and the related registration rights
may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date
of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers
or partners of the Subscriber and any such participating underwriter or selected dealer. Additionally, the Units and their component
parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction
that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the
date of effectiveness or commencement of sales in the IPO.


 






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8. Terms of
the Units and Placement Warrants


 


8.1 The Units and their component parts
are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts are subject to
the transfer restrictions described in Section 7 hereof, (ii) the Placement Warrants will be non-redeemable if called for redemption
pursuant to Section 6.1 of the Warrant Agreement so long as they are held by the Subscriber (or any of its permitted transferees)
and as otherwise provided in Section 5 herein, and may be exercisable on a “cashless” basis if held by the Subscriber
or its permitted transferees, as further described in the Warrant Agreement, and (iii) the Units and component parts are being
purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only
after the expiration of the lockup described above in clause (i) and they are registered pursuant to the Registration Rights Agreement
or an exemption from registration is available, and the restrictions described above in clause (i) have expired or been waived.


 


8.2 The Subscriber agrees that if the Company
seeks stockholder approval of a Business Combination, then in connection with such Business Combination, the Subscriber shall (i)
vote the Placement Shares owned by it in favor of the Business Combination and (ii) not redeem any Placement Shares owned by the
Subscriber in connection with such stockholder approval.


 


9. Governing Law; Jurisdiction; Waiver
of Jury Trial


 


This Agreement shall be governed by and
construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state. THE
PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


10. Assignment; Entire Agreement;
Amendment


 


10.1. Assignment. Neither this Agreement
nor any rights hereunder may be assigned by any party to any other person other than by the Subscriber to a person agreeing to
be bound by the terms hereof, including the transfer restrictions contained in Section 7 hereof.


 


10.2. Entire Agreement. This Agreement sets
forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all
prior discussions, agreements and understandings of any and every nature among them.


 


10.3. Amendment. Except as expressly provided
in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a
written instrument signed by all of the parties hereto.


 


10.4. Binding upon Successors. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors
and permitted assigns.


 


11. Notices


 


11.1 Notices. Unless otherwise provided
herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally delivered
or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by courier (which
for all purposes of this Agreement shall include Federal Express or other recognized overnight courier) or mailed to said party
by certified mail, return receipt requested, at its address provided for herein or such other address as either may designate for
itself in such notice to the other. Communications shall be deemed to have been received when delivered personally, on the scheduled
arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal
or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed
to be delivered (a) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to
receive notice; (b) if by a posting on an electronic network together with separate notice to the stockholder of such specific
posting, upon the later of (1) such posting and (2) the giving of such separate notice; and (c) if by any other form of electronic
transmission, when directed to the stockholder.


 






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12. Counterparts


 


This Agreement may be executed in one or
more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf”
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


13. Survival; Severability


 


13.1. Survival. The representations, warranties,
covenants and agreements of the parties hereto shall survive each Closing Date.


 


13.2. Severability. In the event that any
provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this
Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to any party.


 


14. Headings.


 


The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or interpreting this Agreement.


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	TWELVE SEAS INVESTMENT COMPANY II
	 	 	 
	 	By:	 /s/ Dimitri Elkin      
	 	 	Name: 	 Dimitri Elkin 
	 	 	Title:	 Chief Executive
    Officer                         
	 	 	 	 
	 	SUBSCRIBER:
	 	 
	 	
        MIZUHO SECURITIES USA LLC

        

	 	 
	 	 	/s/
    Andor Laszlo
	 	 	Name:	 Andor Laszlo
	 	 	Title:	Managing Director                     





 


[Unit Subscription Agreement with Mizuho
Securities USA LLC]


 


 


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