Letter Agreement, dated as of April 15, 2019, by and among Twelve Seas Investment Company, Brooge Petroleum And Gas Investment Company FZE, Twelve Seas Sponsors I LLC, Suneel G. Kaji and Gregory Stoupnitzky

Exhibit 10.1

Execution Copy

Twelve Seas Sponsors I LLC
135 East 57th Street, 18th Floor,
New York, New York

April 15, 2019

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:

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.

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.

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}

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

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

[Signature Page to Founder Share Letter]

Exhibit 1
Founder Shares

[Signature Page to Founder Share Letter]