Exhibit 10.1


 


Execution
Copy







 


Twelve
Seas Sponsors I LLC

135 East 57th Street, 18th Floor,

New York, New York


 


April
15, 2019


 


	Twelve
    Seas Investment Company

    c/o Twelve Seas Sponsors I LLC

    135 East 57th Street, 18th Floor 

    New York, New York 

    Attn:  Chief Executive Officer	Brooge
    Petroleum And Gas Investment Company FZE

    4th Floor, Al Sayegh Building, Hamdan Street

    Abu Dhabi, UAE

    Attn:  Mr. Nicolaas Paardenkooper 
	Suneel
        G. Kaji

        c/o Twelve Seas Sponsors I LLC

        135
        East 57th Street, 18th Floor

        New
        York, New York
	Gregory
        Stoupnitzky

        c/o Twelve Seas Sponsors I LLC

        135
        East 57th Street, 18th Floor

        New
        York, New York

        



 


Re:
Founder Shares


 


Ladies
and Gentlemen:


 


Reference
is made to that certain Business Combination Agreement, dated as of the date hereof (as it may be amended, the “Business
Combination Agreement”), by and among Twelve Seas Investment Company, a Cayman Islands exempted company (“Purchaser”),
Brooge Holdings Limited, a Cayman Islands exempted company (“Pubco”), Brooge Merger Sub Limited, a Cayman
Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”), Brooge Petroleum And
Gas Investment Company FZE, a company formed under the laws of the Fujairah Free Zone, UAE (the “Company”),
and each shareholder of the Company that executes and delivers a joinder agreement to become a Seller party thereunder (each,
a “Seller”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings
ascribed thereto in the Business Combination Agreement.


 


In
order to induce the Company to enter into the Business Combination Agreement, Purchaser’s sponsor, Twelve Seas Sponsors
I LLC, a Delaware limited liability company (“Sponsor”), and Gregory Stoupnitzky and Suneel G. Kaji
(collectively with Sponsor, the “Initial Shareholders”) have agreed to enter into this letter agreement
(this “Agreement”) relating to the Founder Shares initially purchased by Sponsor in a private placement
prior to the IPO, which shares are currently held by Sponsor and the other Initial Shareholders in such amounts as set forth on
Exhibit 1 hereto, and which shares are all of the Founder Shares as of the date hereof.


 


For
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Initial Shareholder and each
of the other undersigned parties hereby agrees as follows:


 


		1.	The
                                         Initial Shareholders hereby agree, upon and subject to the Closing, to forfeit, on a
                                         pro rata basis amongst the Initial Shareholders based on the number of Founder Shares
                                         owned by them (“Founder Pro Rata Share”), twenty percent (20%)
                                         of the Founder Shares held by the Initial Shareholders at the time of the Closing (the
                                         “Forfeited Shares”). In order to effectuate such forfeiture,
                                         upon the Closing, the Initial Shareholders shall each deliver their Founder Pro Rata
                                         Share of the Forfeited Shares to Purchaser in certificated or book entry form (at the
                                         election of the Initial Shareholder) for cancellation by Purchaser.



 






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2.    Prior to the Closing, the Initial Shareholders shall enter into a mutually agreeable Escrow Agreement (the “Initial
Shareholder Escrow Agreement”) with Pubco and Continental Stock Transfer and Trust Company (or another mutually
acceptable Founder Escrow Agent) (the “Founder Escrow Agent”). Upon and subject to the Closing, the
Initial Shareholders shall deliver to the Founder Escrow Agent thirty percent (30%) of the Founder Shares owned by such Initial
Shareholders at the time of the Closing, including any Pubco Ordinary Shares issued in exchange therefor in the Merger (together
with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged
or converted, the “Founder Escrow Shares”), with each Initial Shareholder depositing its Founder Pro
Rata Share of such Founder Escrow Shares, to be held, along with any other dividends, distributions or other income on the Founder
Escrow Shares (together with the Founder Escrow Shares, the “Founder Escrow Property”), in a segregated
escrow account (the “Founder Escrow Account”) with the Founder Escrow Agent, where such Insider Shareholder
Escrow Property shall be subject to potential forfeiture as described below.


 


		3.	The
                                         Founder Escrow Property shall become vested and no longer be subject to forfeiture at
                                         the same time, and based on the same proportion, that the Sellers’ rights to the
                                         Escrow Property has been determined to have become vested and no longer be subject to
                                         forfeiture under Section 2.5 of the Business Combination Agreement and the Escrow Agreement,
                                         and such Founder Escrow Property shall be released from the Founder Escrow Account to
                                         the Initial Shareholders (based on each Initial Shareholder’s Founder Pro Rata
                                         Share) concurrently with the release of Escrow Property from the Escrow Account under
                                         Section 2.5 of the Business Combination Agreement and the Escrow Agreement.



 


4.    At the end of the Escrow Period, if there is any Founder Escrow Property which the Initial Shareholders are not entitled to receive
in accordance with this Agreement (after a determination has been made under Section 2.5 of the Business Combination Agreement
and the Escrow Agreement that the remaining Escrow Property has not vested and has been forfeited) (the “Final Forfeiture
Determination”), such Founder Escrow Property will be forfeited by the Initial Shareholders (based on each Initial
Shareholder’s Founder Pro Rata Share) and distributed to Pubco from the Founder Escrow Account, and promptly (but in any
event within ten (10) Business Days) after the Final Forfeiture Determination, Pubco and Initial Shareholders will provide joint
written instructions to the Founder Escrow Agent to release and surrender any remaining Founder Escrow Property to Pubco. Pubco
will cancel any Founder Escrow Shares distributed to Pubco from the Founder Escrow Account promptly after its receipt thereof
and cancel any accrued but unpaid dividends payable in respect of such Founder Escrow Shares. Each Initial Shareholder acknowledges
that such Initial Shareholder’s rights to receive the Founder Escrow Shares and the other Founder Escrow Property is contingent
on the performance of Pubco and its Subsidiaries during the Escrow Period as set forth in this Agreement, Section 2.5 of the Business
Combination Agreement and the Escrow Agreement, and that if the requirements for the vesting and release of the Founder Escrow
Property to the Initial Shareholders, as set forth in this Agreement (based on the release of the Escrow Property as set forth
in Section 2.5 of the Business Combination Agreement and the Escrow Agreement), are not met in accordance with the terms hereof
and thereof, the Founder Escrow Shares and the other Founder Escrow Property will not be paid or delivered to the Initial Shareholders,
and the Initial Shareholders shall have no right to receive such Founder Escrow Shares or other Founder Escrow Property.


 


5.    Each Initial Shareholder hereby agrees that it shall not sell, transfer, or otherwise dispose of, or hypothecate or otherwise
grant any interest in or to, any of the Founder Escrow Property prior to such Founder Escrow Property being released to the Initial
Shareholders from the Founder Escrow Account; provided that the Initial Shareholders may pursuant to this Agreement and the Initial
Shareholder Escrow Agreement (i) pledge their Founder Pro Rata Share of the Founder Escrow Property as collateral security for
documented loans entered into by such Initial Shareholder, Pubco or its Subsidiaries, including the Company, after the Closing
or (ii) transfer their rights to their Founder Pro Rata Share of the Founder Escrow Property to a third party; provided, that
(A) in each case of clauses (i) and (ii), that the lender’s or transferee’s rights to any such pledged or transferred
Founder Escrow Property shall be subject to the provisions of this Agreement, including the forfeiture provisions herein, and
the Initial Shareholder Escrow Agreement, and such lender or transferee must acknowledge such in writing to Pubco and the Founder
Escrow Agent prior to the granting of any such pledge or the making of any such transfer; and (B) in event of a pledge under clause
(i), such Initial Shareholder may transfer such Founder Escrow Property, including physical possession of documentation evidencing
such Initial Shareholder’s Founder Pro Rata Share of the Founder Escrow Property (including a share certificate or book
entry, if any), to another escrow agent (including one affiliated with such lender), as selected by such Initial Shareholder and
reasonably acceptable to Pubco, to hold the Founder Escrow Property in a segregated escrow account on the same terms and conditions
as the Founder Escrow Agent under the Initial Shareholder Escrow Agreement is required to hold such Founder Escrow Property (other
than adjustments to the fees and expenses of such escrow agent as reasonably acceptable to Pubco). The share certificates (if
any) representing the Founder Escrow Shares shall contain a legend relating to the transfer restrictions imposed by this Agreement
and the risk of forfeiture associated with the Founder Escrow Shares.


 






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		6.	The
                                         Initial Shareholders understand that following the Closing (including during the Escrow
                                         Period), Pubco and its Subsidiaries, including the Company, will be entitled to operate
                                         their respective businesses based upon the business requirements of Pubco and its Subsidiaries.
                                         Each of Pubco and its Subsidiaries, including the Company, will be permitted following
                                         the Closing (including during the Escrow Period) to make changes at its sole discretion
                                         to its operations, organization, personnel, accounting practices and other aspects of
                                         its business, including actions that may have an impact on the achievement of the Milestones
                                         for the vesting and release of the Founder Escrow Property to the Initial Shareholders,
                                         and the Initial Shareholders will have no right to claim the loss of all or any portion
                                         of the Founder Escrow Property or other damages as a result of such decisions; provided
                                         that such actions are not taken or omitted to be taken by Pubco and its Subsidiaries
                                         in bad faith with the primary intent of causing the Initial Shareholders to not achieve
                                         the Milestones for the vesting and release of the Escrow Property to the Sellers as set
                                         forth in this Agreement (based on Section 2.5 of the Business Combination Agreement and
                                         the Escrow Agreement).



 


		7.	Until
                                         and unless the Founder Escrow Shares are forfeited, each Initial Shareholder shall have
                                         full voting rights to its portion of the Founder Escrow Shares.



 


		8.	Notwithstanding
                                         anything to the contrary contained herein, no fraction of a Founder Share will be forfeited
                                         or transferred to the Founder Escrow Account by an Initial Shareholder by virtue of this
                                         Agreement or the transactions contemplated hereby, and the number of Founder Shares to
                                         be so forfeited or transferred shall instead be rounded down to the nearest whole Founder
                                         Share.



 


		9.	The
                                         parties hereby acknowledge and agree that in connection with the Closing, the Founder
                                         Share Escrow Agreement will be amended by the Founder Share Escrow Agreement Amendment,
                                         to among other matters, be consistent with the provisions of this Agreement.



 


		10.	This
                                         Agreement, together with the Business Combination Agreement and the Escrow Agreement
                                         to the extent referenced herein or as reasonably applicable (considering the relevant
                                         rights and obligations of the Sellers under Section 2.5 of the Business Combination Agreement
                                         and the Escrow 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, relating
                                         to the subject matter hereof. This Agreement may not be changed, amended, modified or
                                         waived as to any particular provision, except by a written instrument executed by all
                                         parties hereto.



 






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		11.	No
                                         party hereto may assign either this Agreement or any of its rights, interests, or obligations
                                         hereunder without the prior written consent of the other parties hereto, and any purported
                                         assignment in violation of the foregoing shall be null and void ab initio. This Agreement
                                         shall be binding on the parties hereto and their respective successors and assigns.



 


		12.	This
                                         Agreement shall be governed, enforced, construed and interpreted in a manner consistent
                                         with the provisions of the Business Combination Agreement. The provisions set forth in
                                         Sections 11.5 through 11.9, 11.13 and 11.14 of the Business Combination Agreement, as
                                         in effect as of the date hereof, are hereby incorporated by reference into, and shall
                                         be deemed to apply to, this Agreement as if all references to the “Agreement”
                                         in such sections were instead references to this Agreement.



 


		13.	Any
                                         notice, consent or request to be given in connection with any of the terms or provisions
                                         of this Agreement shall be in writing and shall be sent in the same manner as provided
                                         in Section 11.2 of the Business Combination Agreement, with notices to the Purchaser,
                                         Pubco and the Company being sent to the addresses set forth therein, and with notices
                                         to the Initial Shareholders being sent to the addresses set forth on the first page of
                                         this Agreement (and with a copy for each Initial Shareholder (which shall not constitute
                                         notice) sent to Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th
                                         Floor, New York, New York 10105, USA, Attn: Stuart Neuhauser, Esq. and Matthew A. Gray,
                                         Esq., Facsimile No.: (212) 370-7889, Telephone No.: (212) 370-1300, Email: sneuhauser@egsllp.com
                                         and mgray@egsllp.com), in each case with all copies as required thereunder.



 


14.  This Agreement shall terminate at such time, if any, as the Business Combination Agreement is terminated in accordance with its
terms, and upon such termination this Agreement shall be null and void and of no effect whatsoever, and the parties hereto shall
have no obligations under this Agreement.


 


{Remainder
of Page Intentionally Left Blank; Signature page follows}


 




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Please
indicate your agreement to the foregoing by signing in the space provided below.


 





	 	Twelve Seas Sponsors I LLC
	 	 
	 	By:	/s/ Dimitri Elkin
	 	Name:	Dimitri Elkin
	 	Title:	Managing Member







 


Accepted
and agreed, effective as of the date first set forth above:


 





	TWELVE SEAS INVESTMENT COMPANY

                     
	 
	By: 	/s/ Bryant Edwards	 
	Name:	 Bryant Edwards	
	Title:	 Chief Operating Officer	 




 


 





	BROOGE PETROLEUM AND GAS INVESTMENT COMPANY FZE

                     
	
	By:	 /s/ Nicolaas L. Paardenkooper	 
	Name:	 Nicolaas L. Paardenkooper	 
	Title: 	Chief Executive Officer	 







 





	/s/ Suneel G. Kaji	 
	Suneel G. Kaji	 
	 	 
	/s/ Gregory Stoupnitzky	 
	Gregory Stoupnitzky	 







 





[Signature Page to Founder Share Letter]




 




     


     


    


 


Exhibit
1

Founder Shares


 


	Initial Shareholder	 	Number of Founder Shares Owned*	 	 	Founder Pro Rata Share*	 
	Twelve Seas Sponsors I LLC	 	 	5,075,000	 	 	 	98.068	%
	Gregory Stoupnitzky	 	 	50,000	 	 	 	0.966	%
	Suneel G. Kaji	 	 	50,000	 	 	 	0.966	%
	TOTAL	 	 	5,175,000	 	 	 	100.000	%



 


		*	As
of the date of this Agreement



 


 








[Signature Page to Founder Share Letter]