Exhibit 10.3


 


SHARE
ESCROW AGREEMENT


 


SHARE
ESCROW AGREEMENT, dated as of June 19, 2018 (“Agreement”), by and among Twelve Seas Investment Company, a Cayman Islands
exempted company (the “Company”), the individuals and entities listed on the signature pages hereto (each, an “Initial
Shareholder” and, collectively, the “Initial Shareholders”) and Continental Stock Transfer & Trust Company,
a New York corporation (“Escrow Agent”).


 


WHEREAS,
the Company has entered into an Underwriting Agreement, dated as of June 19, 2018 (“Underwriting Agreement”), with
EarlyBirdCapital, Inc. (“EBC”) acting as representative of the several underwriters (collectively, the “Underwriters”),
pursuant to which, among other matters, the Underwriters have agreed to purchase 18,000,000 units (“Units”) of the
Company, plus an additional 2,700,000 Units if the Underwriters exercise their over-allotment option in full. Each Unit consists
of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one redeemable warrant,
each redeemable warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per share,
and one right to receive one-tenth of an ordinary share, as more fully described in the Company’s final Prospectus, dated
June 19, 2018 (“Prospectus”), comprising part of the Company’s Registration Statements on Form S-1 (File Nos.
333-225352 and 333-225732) under the Securities Act of 1933, as amended (collectively, the “Registration Statement”),
declared effective on June 19, 2018 (“Effective Date”).


 


WHEREAS,
the Initial Shareholders have agreed as a condition of the sale of the Units to deposit their Insider Shares (as defined in the
Prospectus), as set forth opposite their respective names in Exhibit A attached hereto (collectively “Escrow Shares”),
in escrow as hereinafter provided.


 


WHEREAS,
the Company and the Initial Shareholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed
as hereinafter provided.


 


IT
IS AGREED:


 


1. Appointment
of Escrow Agent. The Company and the Initial Shareholders hereby appoint the Escrow Agent to act in accordance with and subject
to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject
to such terms.


 


2. Deposit
of Escrow Shares. On or prior to the date hereof, each of the Initial Shareholders delivered to the Escrow Agent certificates
representing such Initial Shareholder’s respective Escrow Shares, together with applicable share powers (if requested by
the Escrow Agent), to be held and disbursed subject to the terms and conditions of this Agreement. Each of the Initial Shareholders
acknowledges that the certificate representing such Initial Shareholder’s Escrow Shares is legended to reflect the deposit
of such Escrow Shares under this Agreement.


  


 3. Disbursement
of the Escrow Shares.


 


3.1 The
Escrow Agent shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof and
(i) for 50% of the Escrow Shares, ending on the earlier of (x) one year after the date of the consummation of the Company’s
initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and
(y) the date on which the closing price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits,
share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing
after the Company’s initial Business Combination and (ii) for the remaining 50% of the Escrow Shares, ending one year after
the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation
of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount
of each Initial Shareholder’s Escrow Shares (and any applicable share power) to such Initial Shareholder; provided, however,
that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any
time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided
further, however, that if, subsequent to the completion of a Business Combination, the Company (or the surviving entity) consummates
a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having
the right to exchange their Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of
a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably
acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved,
as applicable, release the Escrow Shares to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder
after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.


 






    		 	 



     


    

 


3.2 Notwithstanding
Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 2,700,000 Units of the
Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), Twelve Seas Sponsor
I LLC, the Company’s sponsor (“Sponsor”) agrees that the Escrow Agent shall return to the Company for
cancellation, at no cost, the number of Escrow Shares held by Sponsor determined by multiplying 675,000 by a fraction, (x) the
numerator of which is 2,700,000 minus the number of Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment
option, and (y) the denominator of which is 2,700,000. The Company shall promptly provide notice to the Escrow Agent of the expiration
or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters
in connection with their exercise thereof.


 


4.  Rights
of Initial Shareholders in Escrow Shares.


 


4.1 Voting
Rights as a Shareholder. Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein
provided, the Initial Shareholders shall retain all of their rights as shareholders of the Company during the Escrow Period, including,
without limitation, the right to vote such shares.


 


4.2 Dividends
and Other Distributions in Respect of the Escrow Shares. During the Escrow Period, all dividends payable in cash with respect
to the Escrow Shares shall be paid to the Initial Shareholders, but all share capitalizations or other non-cash property (“Non-Cash
Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term
“Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed thereon, if any. 


  


4.3 Restrictions
on Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be (i) for transfers to the
Company’s officers, directors or their respective affiliates, and if the Initial Shareholder is an entity, as a distribution
to partners, members or shareholders of the Initial Shareholder upon the liquidation and dissolution of the Initial Shareholder,
(ii) by bona fide gift to a member of the Initial Shareholder’s immediate family or to a trust, the beneficiary of which
is the Initial Shareholder or a member of the Initial Shareholder’s immediate family for estate planning purposes, (iii)
by virtue of the laws of descent and distribution upon death of the Initial Shareholder, (iv) pursuant to a qualified domestic
relations order, (v) by certain pledges to secure obligations incurred in connection with purchases of our securities, (vi) by
private sales made at or prior to the Business Combination at prices no greater than the price at which the Escrow Shares were
originally purchased or (vii) to the Company for cancellation in accordance with Section 3.2 above or in connection with the consummation
of a Business Combination, in each case, except for clause (vii) or with the Company’s prior consent, on the condition that
such transfers may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions
of this Agreement and of the Insider Letter (as defined below) signed by the Initial Shareholder transferring the Escrow Shares.


 


4.4 Insider
Letters. Each of the Initial Shareholders has executed a letter agreement with EBC and the Company, dated as indicated on
Exhibit A hereto, and the form of which is filed as an exhibit to the Registration Statement (“Insider Letters”),
respecting the rights and obligations of such Initial Shareholder in certain events, including but not limited to the liquidation
of the Company.


 


5.  Concerning
the Escrow Agent.


 


5.1 Good
Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise
of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document
(not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the
proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties
and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.


  






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5.2 Indemnification.
The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including counsel fees and
disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim
which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder,
or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence, fraud or willful misconduct
of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any
action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of
such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate
court to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate
court or it may retain the Escrow Shares pending receipt of a final, non-appealable order of a court having jurisdiction over
all of the parties hereto directing to whom and under what circumstances the Escrow Shares are to be disbursed and delivered.
The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5
or 5.6 below.


 


5.3 Compensation.
The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder. The
Escrow Agent shall also be entitled to reimbursement from the Company for all reasonable expenses paid or incurred by it in the
administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and
disbursements and all taxes or other governmental charges.


 


5.4 Further
Assurances. From time to time on and after the date hereof, the Company and the Initial Shareholders shall deliver or cause
to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts
as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence
compliance herewith or to assure itself that it is protected in acting hereunder.


 


5.5 Resignation.
The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties
hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective
at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company and approved by EBC, which
approval will not be unreasonably withheld, conditioned or delayed, the Escrow Shares held hereunder. If no new escrow agent is
so appointed within the 60 day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow
Shares with any court it reasonably deems appropriate in the State of New York.


 


5.6 Discharge
of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested
in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only
upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.


 


5.7 Liability.
Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross
negligence, fraud or its own willful misconduct.


 


5.8 Waiver.
The Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 






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6. Miscellaneous.


 


6.1 Governing
Law; Jurisdiction. In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement
shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts
of law that would result in the application of the substantive law of another jurisdiction. The parties hereto agree that any
action, proceeding or claim arising out of or relating in any way to this Agreement shall be resolved through final and binding
arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”).
The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York City,
New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes
Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the
party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s
legal fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the arbitrators.


 


6.2 Third
Party Beneficiaries. Each of the Initial Shareholders hereby acknowledges that EBC is a third party beneficiary of this Agreement
and this Agreement may not be modified or changed without the prior written consent of EBC.


 


6.3 Entire
Agreement. This Agreement, together with the Insider Letters, contains the entire agreement of the parties hereto with respect
to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument
in writing signed by the party to the charged.


 


6.4 Headings.
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
thereof.


 


6.5 Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives,
successors and assigns.


 


6.6 Notices.
Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally
or be mailed, certified or registered mail, or by private national courier service, return receipt requested, postage prepaid,
and shall be deemed given when so delivered personally or, if mailed, two business days after the date of mailing, as follows:


 


If
to the Company, to:


 


Twelve
Seas Investment Company


25/28
Old Burlington Street


Mayfair,
London, W1S 3AN


Attention:
Dimitri Elkin, Chief Executive Officer


 


If
to a Shareholder, to his/its address set forth in Exhibit A.


 


and
if to the Escrow Agent, to:


 


Continental
Stock Transfer & Trust Company


One
State Street, 30th Floor


New
York, NY 10004


Attn:
Steven Nelson and Sharmin Carter


Fax
No.: (212) 509-5150


 






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A copy (which copy shall
not constitute notice) sent hereunder shall be sent to:


 


EarlyBirdCapital,
Inc.


366
Madison Avenue


New
York, NY 10017


Attn:
Steven Levine


Fax
No.: (212) 661-4936


  


and:


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas, 11th Floor


New
York, New York 10105


Attn:
Stuart Neuhauser, Esq.


Fax
No.: (212) 370-7879


 


The
parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice
to any such change in the manner provided herein for giving notice.


 


6.7 Liquidation
of the Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company
in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.


 


6.8 Counterparts.
This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original,
and together shall constitute but one instrument.


 


[Signature
Page Follows]


  




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WITNESS
the execution of this Agreement as of the date first above written.


 


	 	COMPANY:
	 	 	 
	 	TWELVE SEAS INVESTMENT COMPANY
	 	 	 
	 	By:	/s/
    Dimitri Elkin
	 	 	Name:
    Dimitri Elkin
	 	 	Title:   Chief
    Executive Officer
	 	 	 
	 	INITIAL SHAREHOLDERS:
	 	 	 
	 	TWELVE SEAS SPONSOR I LLC
	 	 	 
	 	By:	/s/
Dimitri Elkin
	 	 	Name: Dimitri
    Elkin
	 	 	Title:   Managing
    Partner
	 	 	 
	 	 	/s/
    Gregory Stoupnitzky
	 	 	Gregory
    Stoupnitzky
	 	 	 
	 	 	/s/
    Suneel G. Kaji    
	 	 	Suneel
    G. Kaji    
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	/s/
Isaac J. Kagan
	 	 	Name: Isaac
    J. Kagan
	 	 	Title:   Vice
    President 


  




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EXHIBIT
A


 


	Name and Address of
 Initial Shareholder1
	 	Number 
 of Shares	 	Date of 
 Insider Letter
	Twelve Seas Sponsor I LLC	 	5,075,000	 	June 19, 2018
	Gregory Stoupnitzky	 	50,000	 	June 19, 2018
	Suneel G. Kaji	 	50,000	 	June 19, 2018



  


1 The
business address of each shareholder is c/o Twelve Seas Investment Company, 25/28 Old Burlington Street Mayfair, London, W1S
3AN 


 


 


 


7