Exhibit 10.1


 


______, 2021


 


Twelve Seas Investment Company II


2685 Nottingham Avenue


Los Angeles, California 90027


 


	Re:	Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and among Twelve Seas Investment Company II, a Delaware corporation (the “Company”),
and Mizuho Securities USA LLC, as representative (the “Representative”) of the several underwriters (each,
an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten
initial public offering (the “Public Offering”), of 25,000,000 of the Company’s
units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”),
and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof
to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public
Offering pursuant to a registration statement on Form S-1 (File No. 333-252599) and prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company
has applied to have the Units listed on The Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph
11 hereof.


 


In order to induce the Company and the Underwriters to enter
into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of Twelve Seas Sponsor II LLC (the “Sponsor”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team or an
advisor of the Company (each, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


1. The Sponsor and each Insider agrees that
if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination,
it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed Business Combination
and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval. If the Company
engages in a tender offer in connection with any proposed Business Combination, the Sponsor and each Insider agrees that it, he
or she will not seek to sell or tender any shares of Capital Stock owned by it, him or her to the Company in connection with such
tender offer.


 


2. The Sponsor and each Insider hereby agrees
that in the event that the Company fails to consummate a Business Combination 24 months from the closing of the Public Offering,
or such later period approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate
of incorporation (as it may be amended from time to time, the “Charter”), the Sponsor and each Insider
shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem
100% of the shares of Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”),
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to
$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption
will completely extinguish the rights of all holders of Offering Shares as stockholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and
liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims
of creditors and the requirements of other applicable law. The Sponsor and each Insider agrees not to propose any amendment to
the Charter to modify (i) the substance or timing of the ability of holders of Offering Shares to seek redemption in connection
with the Company’s initial Business Combination or amendments to the Charter prior thereto or (ii) (A) the Company’s
obligation to redeem 100% of the Offering Shares if the Company does not complete its initial Business Combination within such
time set forth in the Charter or (B) with respect to any other provision relating to stockholders' rights or pre-initial Business
Combination activity, unless the Company provides the holders of the Offering Shares with the opportunity to redeem their shares
of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the
Company to pay its taxes, divided by the number of then outstanding Offering Shares.


 






     


     


    

 


The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other
asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares or Private Placement Shares
held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by
it, him or her, if any, whether acquired now or hereafter, any redemption rights it, he or she may have in connection with the
consummation of a Business Combination or amendments to the Charter prior thereto, including, without limitation, any such rights
available in the context of a stockholder vote to approve such Business Combination or a stockholder vote to approve an amendment
to the Charter to modify (i) (A) the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares
if the Company has not consummated a Business Combination within the time period set forth in the Charter or (B) any other provisions
relating to stockholders’ rights or pre-initial Business Combination activity or (ii) in the context of a tender offer made
by the Company to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates shall be
entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate
a Business Combination within the time period set forth in the Charter).


 


3. During the period commencing on the effective
date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior
written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option
to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position
or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder,
with respect to any Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable, or exchangeable
for, shares of Capital Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any Units, shares of Capital Stock, Warrants or any securities
convertible into, or exercisable, or exchangeable for, shares of Capital Stock owned by it, him or her, whether any such transaction
is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction
specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date
of any release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the
impending release or waiver by press release through a major news service at least two business days before the effective date
of the release or waiver. Any release or waiver granted shall only be effective two business days after the publication date of
such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer
not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement
to the extent and for the duration that such terms remain in effect at the time of the transfer.


 


4. In the event of the liquidation of the
Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period set forth in
the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the Company against
any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened) to which the
Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company
or (ii) any prospective target business with which the Company has entered into a written letter of intent, confidentiality or
other similar agreement or Business Combination agreement (a “Target”); provided, however,
that such indemnification of the Company by the Indemnitor shall (x) apply only to the extent necessary to ensure that such claims
by a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Offering
Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account,
if less than $10.00 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, less
interest earned on the Trust Account which may be withdrawn to pay taxes, (y) not apply to any claims by a third party or a Target
which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
and (z) not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim
with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the
claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.


 






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5. To the extent that the Underwriters do
not exercise their over-allotment option to purchase up to an additional 3,750,000 Units in full within 45 days from the date of
the Prospectus (and as further described in the Prospectus), the Sponsor and the Representative agree to forfeit, at no cost, a
number of Founder Shares in the aggregate equal to 937,500 multiplied by a fraction, (i) the numerator of which is 3,750,000 minus
the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of
which is 3,750,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the
Underwriters so that the Sponsor will be required to forfeit only that number of Founder Shares as is necessary so that the Initial
Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after the Public
Offering (not including the Private Placement Shares).


 


6. The Sponsor and each Insider hereby agrees
and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor
or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9, as applicable, of this Letter Agreement
(ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive
relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7. (a) The Sponsor and each Insider agrees
that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion thereof) until the
earlier to occur of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to
the Company’s initial Business Combination, (x) if the reported last sale price of the Common Stock equals or exceeds $12.00
per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the
date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction
that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property (the “Founder Shares Lock-up Period”).


 


(b) The Sponsor and each Insider agrees
that it, he or she shall not Transfer any Private Placement Units, the Private Placement Shares, the Private Placement Warrants
or shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants, until 30 days after the completion
of the initial Business Combination (the “Private Placement Units Lock-up Period”,
together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions set forth
in paragraphs 7(a) and 7(b), Transfers of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement
Warrants and shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the
Founder Shares that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph
7(c)), are permitted (i) to the Company’s officers or directors, any affiliate or family member of any of the Company’s
officers or directors or any members of the Sponsor or any affiliates of the Sponsor; (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 the consummation of an initial Business Combination
at prices no greater than the price at which the securities were originally purchased; (f) in the event of the Company’s
liquidation prior to the completion of an initial Business Combination; (g) by virtue of the laws of the State of Delaware or the
Sponsor’s limited liability company agreement upon dissolution of the Sponsor; 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
Company’s completion of an initial 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 and the other restrictions contained in this Agreement (including provisions relating to voting,
the Trust Account and liquidating distributions).


 






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8. The Sponsor and each Insider represents
and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange
or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical
information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects
and does not omit any material information with respect to the Insider’s background. Each Insider’s questionnaire furnished
to the Company is true and accurate in all respects. Each Insider represents and warrants that: it, he or she is not subject to
or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from
any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded
guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or
(iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.


 


9. Except as disclosed in the Prospectus,
neither the Sponsor nor any officer or director of the Company nor any affiliate of the Sponsor nor any affiliate of any officer
or director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect
of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate,
the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is), other
than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial
Business Combination: repayment of up to an aggregate of $300,000 in loans made to the Company by the Sponsor to cover offering-related
and organizational expenses; payment to an affiliate of the Sponsor of $10,000 per month, for up to 24 months, for office space,
utilities and secretarial and administrative support; reimbursement for any reasonable out-of-pocket expenses related to identifying,
investigating and completing an initial Business Combination; and repayment of non-interest bearing loans which may be made by
the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors to finance transaction costs
in connection with an intended initial Business Combination, the terms of which (other than as described above) have not been determined
nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into units,
at a price of $10.00 per unit at the option of the lender, upon consummation of the initial Business Combination. The units would
be identical to the Private Placement Units.


 


10. The Sponsor and each Insider has full
right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer
and/or director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or
director of the Company.


 


11. As used herein, (i) “Business Combination”
shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination,
involving the Company and one or more businesses; (ii) “Capital Stock” shall mean,
collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares” shall
mean (a) the 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, initially issued to the
Sponsor (up to 937,500 Shares of which are subject to complete or partial forfeiture by the Sponsor and Representative if the over-allotment
option is not exercised by the Underwriters) for an aggregate purchase price of $25,000, or $0.004 per share, prior to the consummation
of the Public Offering; (iv) “Initial Stockholders” shall mean the Sponsor and any
Insider that holds Founder Shares; (v) “Private Placement Shares”
shall mean the 700,000 shares of Common Stock comprising the Private Placement Units (or up to 775,000 shares of Common Stock if
the over-allotment option is exercised in full); (vi) “Private Placement Units”
shall mean the 700,000 units (500,000 placement units to be purchased by the Sponsor and 200,000 placement units to be purchased
in the aggregate by the Representative), or up to 775,000 units if the over-allotment option is exercised in full (up to 545,000
to be purchased by the Sponsor and up to 230,000 to be purchased by the Representative), each comprised of one share of Common
Stock and one-third of one warrant to purchase one share of Common Stock, that the Sponsor and the Representative have agreed to
purchase for an aggregate purchase price of $7,000,000 (or up to $7,750,000 if the over-allotment option is exercised in full),
or purchase price of $10.00 per Private Placement Unit, in a private placement that shall occur simultaneously with the consummation
of the Public Offering; (vii) “Private Placement Warrants” shall
mean the Warrants to purchase up to 233,333 shares of Common Stock (or up to 258,333 shares of Common Stock if the over-allotment
option is exercised in full) comprising the Private Placement Units; (viii) “Public Stockholders”
shall mean the holders of securities issued in the Public Offering; (ix) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (x) “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 Exchange Act,
and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (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 security,
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).


  






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12. The Company will maintain an insurance
policy or policies providing directors’ and officers’ liability insurance, and each Director shall be covered by such
policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s
directors or officers.


 


13. This Letter Agreement constitutes the
entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other
than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


14. No party hereto may assign either this
Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties.
Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their
respective successors, heirs and assigns and permitted transferees.


 


15. Nothing in this Letter Agreement shall
be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under
or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions,
stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties
hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


16. This Letter Agreement may be executed
in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


17. This Letter Agreement shall be deemed
severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in
terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


18. This Letter Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any
action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced
in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction
and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent
an inconvenient forum.


 


19. Any notice, consent or request to be
given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.


 


20. This Letter Agreement shall terminate
on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however, that this
Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by June 30, 2021;
provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


21. The Company, the Sponsor and each Insider
hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a third party beneficiary of this Letter
Agreement.


 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	TWELVE SEAS SPONSOR II LLC
	 	 	 
	 	By:	 
	 	 	Name: Dimitri Elkin
	 	 	Title:   Managing Member
	 	 	 
	 	 By:	 
	 	 	Name: Neil Richardson
	 	 	 
	 	By:	 
	 	 	Name: Dimitri Elkin
	 	 	 
	 	By:	 
	 	 	Name: Jonathan Morris
	 	 	 
	 	By:	 
	 	 	Name: Anthony Steains
	 	 	 
	 	By:	 
	 	 	Name: Bob Foresman


 


	Acknowledged and Agreed:	 
	 	 
	TWELVE SEAS INVESTMENT COMPANY II	 
	 	 	 
	By:	 	 
	 	Name: Dimitri Elkin	 
	 	Title:   Chief Executive Officer	 


 


[Signature Page to Letter Agreement]