Exhibit 4.89


 





		Dated	2020






 






 


 


 


 


 


Brooge
Petroleum & Gas Investment Company FZE


 


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Al
Brooge International Advisory LLC


 


 


 


 


 


 


 


 


 


 


 


DEED OF AGREEMENT


 


 


 


 


 


 


 


 


 


 





 


Matter
ref    160754/000010


DUBLIB01/FULLERCH/272744


 


Hogan Lovells (Middle East)
LLP


19th Floor, Al Fattan Currency
Tower, Dubai International Financial Centre, PO Box 506602, Dubai,


UAE


 




     


     


    


 


This
Deed of Agreement is made on 21st April 2020


 


Between:


 


		(1)	Brooge
Petroleum & Gas Investment Company FZE, a company incorporated and regulated in accordance with the laws of the
Fujairah Free Zone Authority under commercial registration no. 13-FZC-1117, whose registered office is at P.O. Box 50170,Fujairah Free Zone, United Arab
Emirates (“BPGIC”); and



 


		(2)	Al
Brooge International Advisory LLC, a company incorporated under the laws of the United Arab Emirates, having its registered
office at PO Box 29939, Abu Dhabi, United Arab Emirates (the “BIA”),



 


(together, the “Parties”),


 


Whereas:


 


		(A)	The Parties entered into an agreement (the “Offtake
Agreement”) dated 1 August 2019, whereby BPGIC leased to BIA the entire 399,324 cubic metres of storage capacity
(the “Original Storage Capacity”) of Phase
1 of its oil storage facility located in Fujairah on the terms set out therein.



 




		(B)	The Parties have agreed that BIA shall release and assign
back to BPGIC the sole and exclusive right to use and lease to its customers on any terms it shall decide in its absolute discretion
the BPGIC Allocated Storage on a staggered basis on the terms set out in this Deed of Agreement.



 


It
is agreed:


 


		1.	Definitions



 


In this Deed, unless the context otherwise requires,
the provisions in this Clause 1 shall apply:


 


“BPGIC Allocated Storage” means
the Initial Allocated Storage and the Subsequent Allocated Storage;


 


“BPGIC Usage Period” has the meaning
given in Clause 4.1;


 


“Dispute” has the meaning given
in Clause 13;


 


“Effective Date” shall mean 28
April 2020;


 


“Initial Allocated Storage” means
an aggregate of 61,072 cubic metres of storage capacity, comprising two tanks of 30,536 cubic metres storage capacity each;


 


“Initial Term” has the meaning
given in Clause 4.1;


 


“Offtake Agreement” has the meaning
given in Recital (A);


 


“Original Storage Capacity” has
the meaning given in Recital (A);


 


“Rules” has the meaning given
in Clause 14.1; and


 


“Subsequent Allocated Storage”
means an aggregate of 67,928 cubic metres of storage capacity;


 




     


     


    


 


		2.	BPGIC
                                         Allocated Storage



 


		2.1	With effect from the Effective Date, BIA agrees and confirms
that BPGIC shall have the sole and exclusive right to use and lease to its customers on any terms it shall decide in its absolute
discretion the Initial Allocated Storage for the BPGIC Usage Period.



 




		2.2	With effect from 8 May 2020, BIA agrees and confirms
that BPGIC shall have the sole and exclusive right to use and lease to its customers on any terms it shall decide in its absolute
discretion the Subsequent Allocated Storage for the rest of the BPGIC Usage Period.



 




		3.	Release
                                         of Obligations and Liabilities



 


		3.1	The Parties agree to release each other from all undischarged
obligations owed to the other under the Offtake Agreement in respect of (i) the Initial Allocated Storage for the duration of
the BPGIC Usage Period and (ii) the Subsequent Allocated Storage with effect from 8 May 2020 for the rest of the BPGIC Usage Period.



 




		4.	Term
                                         and Termination



 


		4.1	The Parties agree that this Deed of Agreement shall commence
on the Effective Date and terminate on 8 November 2020 (the “Initial
Term”) provided that with the mutual written approval of the Parties, the Initial Term may be extended by a further
[6 calendar months]. The Initial Term, including any extension agreed pursuant to this Clause 4.1 shall be referred to as the
“BPGIC Usage Period”.



 




		4.2	Following termination of this Deed of Agreement pursuant
to Clause 4.1, the BPGIC Allocated Storage shall once again form part of Original Storage Capacity and with effect from the date
of termination of this Deed of Agreement, BPGIC shall return the BPGIC Allocated Storage to BIA and the terms of the Offtake Agreement
shall be construed accordingly.



 




		5.	Continuity
                                         of Offtake Agreement



 


Save as provided in this
Deed of Agreement in respect of the BPGIC Allocated Storage, the Parties confirm that the terms of the Offtake Agreement shall
remain in full force and effect.


 


		6.	Further
                                         Assurance



 


Each Party must, and must
ensure that any necessary third party will, execute all documents and do all acts and things as may reasonably be required to give
full effect to the provisions of this Deed of Agreement.


 


		7.	Entire
                                         Agreement



 


This Deed of Agreement and
the Offtake Agreement contain the entire agreement and understanding of the Parties and supersede all prior agreements, understandings
or arrangements (both oral and written) relating to the subject matter of this Deed of Agreement and the Offtake Agreement.


 




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		8.	Variation



 


No variation, supplement,
deletion or replacement of or from this Deed of Agreement or any of its terms shall be effective unless made in writing and signed
by or on behalf of each Party.


 


		9.	Invalidity



 


If a provision of this
Deed of Agreement is found to be illegal, invalid or unenforceable, then to the extent it is illegal, invalid or unenforceable,
that provision will be given no effect and will be treated as though it were not included in this Deed of Agreement, but the validity
or enforceability of the remaining provisions of this Deed of Agreement will not be affected.


 


		10.	Costs



 


Each Party must bear its
own costs and expenses in relation to the negotiation, preparation, execution and implementation of this Deed of Agreement.


 


		11.	Counterparts



 


This Deed of Agreement
may be entered into in any number of counterparts and any Party may enter into this Deed of Agreement by executing any counterpart.
A counterpart constitutes an original of this Deed of Agreement and all executed counterparts together have the same effect as
if each Party had executed the same document.


 


		12.	Third
                                         Party Rights



 


A person who is not a party
to this Deed of Agreement has no right under the contracts to enforce this Deed of Agreement.


 


		13.	Governing
                                         Law



 


This Deed of Agreement
and any dispute, difference, controversy or claim arising out of or relating to this Deed of Agreement including the negotiation,
existence, validity, invalidity, enforceability, breach or termination thereof regardless of whether the same shall be regarded
as contractual or not (a “Dispute”), shall be
governed by the federal laws of the United Arab Emirates and the law of the Emirate of Fujairah.


 


		14.	Jurisdiction



 


		14.1	Any Dispute shall be referred to and finally resolved
by arbitration under the DIFC-LCIA Arbitration Centre Rules (the “Rules”)
which (save as modified by this Clause 14) are deemed to be incorporated by reference into this Clause 14. Capitalised terms used
in this Clause 14 and not otherwise defined in this Deed of Agreement have the meanings given to them in the Rules.



 




		14.2	The seat, or legal place, of arbitration shall be the
Dubai International Financial Centre, Dubai, United Arab Emirates.



 




		14.3	The number of arbitrators shall be three. The claimant
shall nominate one arbitrator and the respondent shall nominate one arbitrator, in each case in accordance with the Rules. The
third arbitrator, who will act as a chairperson of the arbitral tribunal, shall be nominated jointly by the two co-arbitrators,
provided that if the third arbitrator has not been so nominated within 30 Business Days of the time-limit for service of the response,
the third arbitrator shall be appointed by the LCIA Court.



 








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This
Deed of Agreement has been executed and delivered on the date stated at the beginning of it.


 


		 	 
	Executed as a deed of agreement by	)	 
	Brooge Petroleum & Gas	)	 
	Investment Company FZE	)	 
	 	 	 
		 	 
	Executed as a deed of agreement by	)	 
	Al Brooge International Advisory	)	 
	LLC	)	 



 


 


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