Exhibit 10.9


 


Twelve Seas Investment Company


25/28 Old Burlington Street


Mayfair, London, W1S 3AN


 


June 19, 2018


 


Twelve Seas Capital, Inc.


25/28 Old Burlington Street


Mayfair, London, W1S 3AN 


 


Ladies and Gentlemen:


 


This letter agreement
will confirm our agreement that, commencing on the first date (the “Effective Date”) that any securities
of Twelve Seas Investment Company (the “Company”) registered on the Company’s registration statement
(the “Registration Statement”) for its initial public offering (the “IPO”)
are listed on the Nasdaq Capital Market, and continuing until the earlier of (i) the consummation by the Company of an initial
business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such
earlier date hereinafter referred to as the “Termination Date”), Twelve Seas Capital, Inc. shall make
available to the Company certain general and administrative services, including office space, utilities and secretarial support
as may be required by the Company from time to time, situated at 25/28 Old Burlington Street, Mayfair, London, W1S 3AN (or any
successor location). In exchange therefor, the Company shall pay Twelve Seas Capital, Inc. the sum of $10,000 per month on
the Effective Date and continuing monthly thereafter until the Termination Date. Twelve Seas Capital, Inc. hereby agrees that it
does not have any right, title, interest or claim of any kind in or to any monies that may be set aside in a trust account (the
“Trust Account”) that may be established upon the consummation of the IPO as a result of this letter
agreement (the “Claim”) and hereby irrevocably waives any Claim it may have in the future as a result
of, or arising out of, this letter agreement and will not seek recourse against the Trust Account for any reason whatsoever.


 


This letter agreement
constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter 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 amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.


 


No party hereto may
assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval
of the other party. 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.


 


Any litigation between
the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and
interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.


 


	 	Very truly yours,
	 	 
	 	TWELVE SEAS INVESTMENT COMPANY
	 	 	 
	 	By:	 /s/ Dimitri Elkin
	 	 	Name: Dimitri Elkin
	 	 	Title:   Chief Executive Officer


 


AGREED TO AND ACCEPTED BY:


 


	TWELVE SEAS CAPITAL, INC.	 
	 	 	 
	By:	/s/
Dimitri Elkin	 
	 	Name: Dimitri Elkin	 
	 	Title:   Managing Director