Exhibit 10.1





 


THIS PROMISSORY NOTE (“NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE
THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount: Up to $300,000	 	
        Dated as of October 21, 2019

        New York, New York



 


Twelve Seas Investment
Company, a Cayman Islands exempted company (“Maker”), promises to pay to the order of Twelve Seas Sponsors
I LLC or its registered assigns or successors in interest or order (“Payee”), the principal sum of up to
Three Hundred Thousand Dollars ($300,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain
unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and
conditions described below.  All payments on this Note shall be made by check or wire transfer of immediately available funds
to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.


 


1.             Repayment.
The principal balance of this Note shall be payable on the earlier of:  (i) the date on which Maker consummates its initial
business combination and (ii) the date that the winding up of Maker is effective (such date, the “Maturity Date”). 
The principal balance may be prepaid at any time, at the election of Maker.


 


2.             Interest. 
This Note shall be non-interest bearing.


 


3.             Drawdown
Requests. Payee, in its sole and absolute discretion, may fund up to Three Hundred Thousand Dollars ($300,000.00) for
costs reasonably related to Maker’s consummation of an initial business combination and for working capital. The principal
of this Note may be drawn down from time to time until the date on which Maker consummates its initial business combination, upon
written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount
to be drawn down, and must be in multiples of not less than Ten Thousand Dollars ($10,000) unless agreed upon by Maker and Payee.
Payee, in its sole discretion, shall fund each Drawdown Request no later than five (5) business days after receipt of a Drawdown
Request; provided, however, that the maximum amount of drawdowns collectively under this Note shall not exceed Three Hundred Thousand
Dollars ($300,000.00). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even
if prepaid. Except as set forth herein, no fees, payments or other amounts shall be due to Payee in connection with, or as a result
of, any Drawdown Request by Maker.


  


4.             Application
of Payments.  All payments received by Payee pursuant to this Note shall be applied first to the payment in full
of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s
fees, and then to the reduction of the unpaid principal balance of this Note.


 


5.             Events
of Default.  The following shall constitute an event of default (“Event of Default”):


 


(a)           Failure
to Make Required Payments.  Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business
days of the Maturity Date.


 


(b)           Voluntary
Bankruptcy, etc.  The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


 


(c)           Involuntary
Bankruptcy, Etc.  The entry of a decree or order for relief by a court having jurisdiction in the premises in respect
of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days.


 






     


     


    

 


6.             Remedies.


 


(a)          
Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare
this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note and all other amounts payable hereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)          
Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c) hereof, the unpaid principal balance of this
Note and all other amounts payable hereunder, shall automatically and immediately become due and payable, in all cases without
any action on the part of Payee.


 


7.             Waivers. 
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by
Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or
sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and
Maker agrees that any real or personal property that may be levied upon pursuant to a judgment obtained by virtue hereof, on any
writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.


 


8.             Unconditional
Liability.  Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or
enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability
of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may
be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 


9.             Notices.  All
notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most
recently provided to such party or such other electronic mail address as may be designated in writing by such party.  Any
notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally,
on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business
day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 


10.          Construction. 
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS
THEREOF.


 


11.          Severability.  Any
provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


12.          Trust
Waiver.  Notwithstanding anything herein to the contrary, Payee hereby waives any claim in or to any distribution
of or from the trust account (the “Trust Account”) established in connection with Maker’s initial public
offering (the “IPO”), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any
claim against the Trust Account for any reason whatsoever; provided, however, that upon the consummation of the initial business
combination, Maker shall repay the principal balance of this Note out of the proceeds released to Maker from the Trust Account.


 






     


     


    

 


13.          Amendment;
Waiver.  Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent
of Maker and Payee.


 


14.          Assignment.  No
assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law
or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent
shall be void; provided, however, that the foregoing shall not apply to an affiliate of Payee who agrees to be bound to
the terms of this Note.


 


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IN WITNESS WHEREOF, Maker, intending
to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 


 


	 	Twelve Seas Investment Company
	 	 
	 	 
	 	 	/s/ Stephen N. Cannon
	 	 	Name:	Stephen N. Cannon
	 	 	Title:	CFO