Exhibit 10.6


 


June
8, 2018


 


Twelve
Seas Investment Company


25/28
Old Burlington Street


Mayfair,
London, W1S 3AN


 





Ladies
and Gentlemen:


 


Twelve
Seas Investment Company (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses
or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended
(“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration
statement on Form S-1 (“Registration Statement”).


 


The
undersigned hereby commits that it will purchase 415,000 units of the Company (“Private Units”), each Private Unit
consisting of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one redeemable
warrant (“Warrant”), each Warrant entitling its holder to purchase one Ordinary Share, and one right to receive one-tenth
of an Ordinary Share, at $10.00 per Private Unit, for a purchase price of $4,150,000 (the “Private Unit Purchase Price”).


 


The
undersigned hereby agrees that it will purchase an additional amount of units of the Company (“Over-Allotment Units”),
up to a maximum of 45,000 Over-Allotment Units, or a maximum purchase price of $450,000 (“Over-Allotment Unit Purchase Price”,
together with the Private Unit Purchase Price, the “Purchase Price”), in the event EarlyBirdCapital, Inc. (“EBC”)
exercises its over-allotment option, such that the amount held in the trust account (as described in the Registration Statement)
does not fall below $10.00 per share for each Ordinary Share sold in the IPO.


 


At
least twenty-four (24) hours prior to the effective date of the Registration Statement, the undersigned will cause the Private
Unit Purchase Price to be delivered to Continental Stock Transfer & Trust Company (“CST”), counsel for the Company,
by wire transfer to hold in a non-interest bearing account until the Company consummates the IPO.


 


The
consummation of the purchase and issuance of the Private Units shall occur simultaneously with the consummation of the IPO and
the consummation of the purchase and issuance of the Over-Allotment Units shall occur simultaneously with the closing of any exercise
of the over-allotment option related to the IPO. Simultaneously with the consummation of the IPO, CST shall deposit the Private
Unit Purchase Price, without interest or deduction, into the trust fund (“Trust Fund”) established by the Company
for the benefit of the Company’s public shareholders as described in the Registration Statement. If the Company does not
complete the IPO within ten (10) days from the date of this letter, the Purchase Price (without interest or deduction) will be
returned to the undersigned.


 


Each
of the Company and the undersigned acknowledges and agrees that CST is serving hereunder solely as a convenience to the parties
to facilitate the purchase of the Private Units and CST’s sole obligation under this letter agreement is to act with respect
to holding and disbursing the Purchase Price for the Private Units as described above. CST shall not be liable to the Company,
EBC or the undersigned or any other person or entity in respect of any act or failure to act hereunder or otherwise in connection
with performing its services hereunder unless CST has acted in a manner constituting gross negligence or willful misconduct. The
Company and the undersigned shall indemnify CST against any claim made against it (including reasonable attorney’s fees)
by reason of it acting or failing to act in connection with this letter agreement except as a result of its gross negligence or
willful misconduct. CST may rely and shall be protected in acting or refraining from acting upon any written notice, instruction
or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party
or parties.


 






    


     


    

 


The
Private Units and Over-Allotment Units will be identical to the units to be sold by the Company in the IPO. Additionally, the
undersigned agrees:


 


	 	●	to vote the Ordinary
    Shares included in the Private Units and Over-Allotment Units in favor of any proposed Business Combination;


 


	 	●	not to propose, or vote
    in favor of, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would (i)
    stop the Company’s public shareholders from converting or selling their shares to the Company in connection with a Business
    Combination or (ii) affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s
    Ordinary Shares sold in the IPO if the Company does not complete an initial Business Combination within 18 months from the
    closing of the IPO, unless the Company offers dissenting holders the right to convert their shares for a portion of the cash
    held in the Trust Fund;


 


	 	●	not to convert any Ordinary
    Shares included in the Private Units and Over-Allotment Units into the right to receive cash from the Trust Fund in connection
    with a shareholder vote to approve either a Business Combination or an amendment to the provisions of the Company’s
    Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights or pre-business combination
    activity;


 


	 	●	the undersigned will
    not participate in any liquidation distribution with respect to the Private Units and Over-Allotment Units (but will participate
    in liquidation distributions with respect to any units or Ordinary Shares purchased by the undersigned in the IPO or in the
    open market) if the Company fails to consummate a Business Combination;


 


	 	●	that the Private Units,
    Over-Allotment Units and underlying securities will not be transferable until after the consummation of a Business Combination
    except (i) to the Company’s officers, directors or their respective affiliates; (ii) transfers to the undersigned’s
    affiliates or its members upon its liquidation, (iii) to relatives and trusts for estate planning purposes, (iv) by virtue
    of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) by private
    sales made in connection with the consummation of a Business Combination at prices no greater than the price at which the
    Private Units were originally purchased or (vii) to the Company for cancellation in connection with the consummation of a
    Business Combination, in each case (except for clause vii) where the transferee agrees to the terms of the transfer restrictions;


 


	 	●	the Private Units and
    the Over-Allotment Units will be subject to customary registration rights, pursuant to a Registration Rights Agreement on
    terms agreed upon by the Company and the underwriters in the IPO to be filed as an exhibit to the Registration Statement;
    and


 


	 	●	the Private Units and
    Over-Allotment Units will include any additional terms or restrictions as is customary in other similarly structured blank
    check company offerings or as may be reasonably required by the underwriters in the IPO in order to consummate the IPO, each
    of which will be set forth in the Registration Statement.


 


The
undersigned acknowledges and agrees that the purchaser of the Private Units and Over-Allotment Units will execute agreements in
form and substance typical for transactions of this nature necessary to effectuate the foregoing agreements and obligations prior
to the consummation of the IPO as are reasonably acceptable to the undersigned, including but not limited to an insider letter.


 






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The
undersigned hereby represents and warrants that:


 


	 	(a)	it has been advised
    that the Private Units and Over-Allotment Units have not been registered under the Securities Act;


 


	 	(b)	it will be acquiring
    the Private Units and Over-Allotment Units for its account for investment purposes only;


 


	 	(c)	it has no present intention
    of selling or otherwise disposing of the Private Units and Over-Allotment Units in violation of the securities laws of the
    United States;


 


	 	(d)	it is an “accredited
    investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended;


 


	 	(e)	it has had both the
    opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on
    its behalf concerning the terms and conditions of the offer made hereunder;


 


	 	(f)	it is familiar with
    the proposed business, management, financial condition and affairs of the Company;


 


	 	(g)	it has full power, authority
    and legal capacity to execute and deliver this letter and any documents contemplated herein or needed to consummate the transactions
    contemplated in this letter; and


 


	 	(h)	this letter constitutes
    its legal, valid and binding obligation, and is enforceable against it.


 


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This
letter agreement constitutes the entire agreement between the undersigned and the Company with respect to the purchase of the
Private Units and Over-Allotment Units, and supersedes all prior and contemporaneous understandings, agreements, representations
and warranties, both written and oral, with respect to the same.


 


	 	Very truly
    yours,
	 	 
	 	TWELVE SEAS
    SPONSORS I LLC
	 	 	 
	 	By:	/s/
Dimitri Elkin
	 	Name: Dimitri
    Elkin
	 	Title:   Managing
    Member


 


	Accepted and Agreed:	 
	 	 
	TWELVE SEAS INVESTMENT COMPANY	 
	 	 	 
	By:	/s/
Dimitri Elkin	 
	 	Name: Dimitri Elkin	 
	 	Title:   Chief Executive Officer	 



 





 


 


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