The following is a list of the executive officers and directors of Brooge Petroleum and Gas Investment Company (BPGIC) PLC

The following is a list of the general partners and controlling persons of SBD International LP

The following is a list of the executive officers and directors of SD Holding Limited

The following is a list of the general partners and controlling persons of HBS Investments LP

The following is a list of the executive officers and directors of O2 Investments Limited

The following is a list of the general partners and controlling persons of H Capital International LP

4

Exhibit 99.7

Execution version

19 November 2019

BPGIC Holdings Limited

THIS DEED POLL is made on 19 November 2019 by BPGIC Holdings Limited (the “Issuer”) in favour of the registered holders of the U.S.$75,000,000 Guaranteed Subordinated Convertible Securities due 2024 (the “Securities”).

WHEREAS:

NOW THIS DEED WITNESSES as follows:

IN WITNESS whereof this Deed Poll has been entered into as a deed poll by the Issuer on the date which appears on the first page of this Deed Poll.

SCHEDULE 1
Terms and Conditions

TERMS AND CONDITIONS OF THE GUARANTEED SUBORDINATED CONVERTIBLE

SECURITIES

The issue of the U.S.$ 75,000,000 Guaranteed Subordinated Convertible Securities due 2024 (the “Securities”) was authorised by the resolutions passed by the Board of Directors of BPGIC Holdings Limited (the “Issuer”) on 31 October 2019. The Securities are constituted by a deed poll entered into by the Issuer on 19 November 2019 (the “Deed Poll”).

The Securities are in registered form, serially numbered, in nominal amounts of U.S.$ 5,000,000 each (the “Authorised Denomination”).

Title to the Securities will pass by transfer and registration as described in Condition 4. The Holder (as defined below) of any Security will (except as otherwise required by law or as ordered by a court of competent jurisdiction) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or its theft or loss (or that of the related certificate, as appropriate) or anything written on it or on the certificate representing it (other than a duly executed transfer thereof)) and no person will be liable for so treating the Holder.

SBD International LP (the “Guarantor”) has unconditionally and irrevocably guaranteed the due and punctual payment of all sums expressed to be payable by the Issuer under the Securities. Its obligations in that respect (the “Guarantees”) are set out in each of the Certificates.

The Securities constitute direct, unconditional, subordinated obligations of the Issuer ranking pari passu and rateably, without any preference amongst themselves. The rights and claims of Holders are subordinated as described in Condition 2. The Securities shall have the benefit of the Deed Poll and the Holders shall have the rights and obligations ascribed to them pursuant to the Securityholders’ Agreement (as defined below) prior to the termination of the Securityholders’ Agreement which among other things will occur on a QPO or a Pubco Merger. On and following a Pubco Merger the Holders shall have the rights and obligations ascribed to them pursuant to the New Securityholders’ Agreement. The payment obligations of the Issuer under the Securities and of the Guarantor under the Guarantees shall, save for such exceptions as may be provided by applicable laws or Condition 2, at all times rank at least equally with all their respective other present and future unsecured and unsubordinated obligations.

General

In the event of:

the rights and claims of the Holders against the Issuer in respect of or arising under (including any damage awarded for breach of any obligations under) the Securities will be subordinated in the manner provided in this Condition 2 to the claims of all Senior Creditors (as defined below) but shall rank at least pari passu with the claims of holders of all other subordinated obligations of the Issuer and shall rank in priority to the claims of holders of all classes of share capital of the Issuer.

In these Conditions, unless otherwise provided:

“Articles” means the articles of association of the Issuer from time to time.

“Authorised Denomination” has the meaning given in Condition 1(a);

“BCA” means the business combination agreement dated 15 April 2019 (as amended restated and/or supplemented from time to time including by way of joinder or assignment) and entered into by Brooge Petroleum and Gas Investment Company FZE, Twelve Seas Investment Company, Brooge Holdings Limited and Brooge Merger Sub Limited;

“BPGIC PLC” means Brooge Petroleum and Gas Investment Company (BPGIC) PLC;

“Business” has the meaning given to it in the Securityholders Agreement;

“Business Day” means, a day (other than Friday, Saturday or Sunday) on which commercial banks and foreign exchange markets are open for business in the Cayman Islands and the United Arab Emirates;

“Control” means in relation to any company or any other person, where a person has direct or indirect control over more than 50% of the voting share capital of the relevant company, and “Controlled” shall have a corresponding meaning;

“Conversion Date” means the fifth Business Day following the delivery of the relevant Conversion Notice or the fifth Business Day following determination of Fair Market Value, if relevant;

“Conversion Notice” has the meaning provided in Condition 6(d);

“Conversion Price” means:

“Conversion Property per Security” means other than in respect of a Pubco Merger, a number of Shares determined by dividing the principal amount of a Security by the applicable Conversion Price in effect on such day (rounded down if necessary to the nearest whole number of Shares);

“Debt Event” means the date on which the Issuer and any Subsidiary of the Issuer enters into one or more transactions for the incurrence or guarantee of indebtedness greater than US$25,000,000 (or its equivalent) in any one financial year of the Issuer that is not linked to the Business;

“Deed of Adherence” has the meaning given in the Securityholders’ Agreement;

“Deed of Consent Novation and Amendment” means the deed of consent novation and amendment to be entered into by, among others, the Issuer and the Investor on or about the date of this Deed;

“Dispute” has the meaning given in Condition 15(b);

“Equity Event” means the Issuer or any Subsidiary of the Issuer raises capital by way of offer, allotment or issuance of new Shares (including the granting of rights, warrants and options) other than in relation to a QPO or a Pubco Merger or other than to or for the benefit of the employees or directors of the Issuer or any Subsidiary of the Issuer;

“Equity Securities” means Shares or rights to subscribe for or to convert securities into, Shares;

“Escrow Agreement” has the meaning given in the Deed of Consent Novation and Amendment;

“Event of Default” has the meaning provided in Condition 10;

“Fair Market Value” means the fair market value of a Share on the applicable Conversion Date as shall be determined in accordance with Condition 6(i);

“Final Maturity Date” means 31 March 2024;

“Holder” means the person in whose name a Security is registered in the Register (as defined in Condition 4(a));

“Holder Valuer” means one of the “Big 4” internationally recognised accounting firms carrying on business in the United Arab Emirates which shall be appointed by a Securityholder Majority at their sole expense provided that it is not the same firm appointed as the Issuer Valuer;

“Interest Amount” means an amount per Security equal to the product of the Authorised Denomination and the Interest Rate;

“Interest Payment Date” has the meaning provided in Condition 5(a);

“Interest Rate” means 10% per annum;

“Issuer Capital Raising Event” shall mean a Debt Event or an Equity Event;

“Issuer Valuer” means one of the “Big 4” internationally recognised accounting firms carrying on business in the United Arab Emirates which shall be appointed by the Issuer at its sole expense;

“LCIA” has the meaning given in Condition 15(b);

“Legal Opinions” has the meaning given in the Deed of Consent Novation and Amendment;

“Legal Reservations” means:

“Limitation Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984;

“New Securityholders’ Agreement” means the new securityholders’ agreement to be entered into pursuant to Clause 18.1 of the Securityholders’ Agreement on a Pubco Merger;

“Original Issue Date” means 31 March 2019;

a person includes any individual, company, corporation, firm, partnership, joint venture, undertaking, association, unincorporated association, limited liability company, organisation, trust, state or agency of a state (in each case whether or not being a separate legal entity);

“Pubco Exchange Price” means the price of US$10 per Pubco Share in relation to the Pubco Merger less the QPO Conversion Price Discount;

“Pubco Exchange Shares” means the number of Pubco Shares as shall result from dividing 75 million by the Pubco Exchange Price in effect on such day (rounded down if necessary to the nearest whole number of Pubco Shares) and for the avoidance of doubt if the Pubco Merger shall take place prior to 1 April 2020 then the number of Pubco Exchange Shares shall be 8,333,333;

“Pubco Merger” means Closing (as defined) in the BCA;

“Pubco Shares” means issued fully paid shares of US$1.00 each in the capital of Brooge Holdings Limited;

“QPO” means the admission of all or any part of the share capital or depositary receipts (if equivalent) representing shares, of the Issuer to a Securities Exchange provided that a QPO shall not include a Pubco Merger;

“QPO Conversion Price” means the price per Share in respect of the QPO as set forth by the Issuer in the QPO pricing announcement or such other equivalent final announcement provided that for the purposes of determining the QPO Conversion Price the price per Share shall be reduced by an amount equal to the relevant QPO Conversion Price Discount;

“QPO Conversion Price Discount” means the following discounts in relation to conversion or exchange of the Securities occurring on or after a QPO or on a Pubco Merger where the QPO or Pubco Merger takes place:

“Record Date” has the meaning provided in Condition 8(c);

“Redemption Amount” means the principal amount of the Securities together with an amount equal to U.S.$ 37,500,000 less any Interest Amount that the Securityholders actually received prior to the date fixed for purchase in accordance with Condition 7(a);

“Redemption Notice” has the meaning provided in Condition 7 (a)(i);

“Redemption Period” means:

“Reference Date” has the meaning given in Condition 6(h);

“Register” has the meaning provided in Condition 4(a);

“Rules” has the meaning given in Condition 15(b);

“Securities Exchange” means the London Stock Exchange plc or any other regional or international securities exchange;

“Securities Purchase Agreement” means the agreement originally between the BPGIC PLC and MENA Energy Services Holdings Limited dated 19 March 2019 as novated to MENA Energy Services Holdings Limited and the Issuer pursuant to the Deed of Consent Novation and Amendment;

“Securityholders’ Agreement” means the agreement between, among others, the Issuer and MENA Energy Services Holdings Limited, dated 31 March 2019 as novated pursuant to the Deed of Consent Novation and Amendment;

“Securityholder Majority” has the meaning provided in the Securityholders’ Agreement.

“Senior Creditors” means (a) creditors of the Issuer whose claims are admitted to proof in the winding up or administration of the Issuer and who are unsubordinated creditors of the Issuer; and (b) creditors of the Issuer whose claims are or are expressed to be subordinated to the claims of other creditors of the Issuer (other than those whose claims rank or are expressed to rank pari passu with, or junior to, the claims of the Holders);

“Shareholders” mean the holders of Shares;

“Shareholders’ Agreement” means the agreement between, among others, the Issuer and MENA Energy Services Holdings Limited dated 31 March 2019 as novated pursuant to the Deed of Consent Novation and Amendment;

“Shares” means the issued fully paid shares of US$0.0001 each in the capital of the Issuer;

“Voluntary Conversion Price Discount” means the following discounts in relation to conversion of the Securities occurring following an Issuer Capital Raising Event;

A company is a “Subsidiary” of another company (its “holding company”) if that other company, directly or indirectly, through one or more subsidiaries:

References to any provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under such modification or re-enactment.

The Issuer will cause a register (the “Register”) to be kept at the specified office of the Issuer on which will be entered the names and addresses of the Holders of the Securities and the particulars of the Securities held by them and of all transfers, redemptions and conversions of Securities.

Securities may, subject to Conditions 4(c) and 4(d) and subject to the terms of the Securityholders’ Agreement or the New Securityholders’ Agreement, as appropriate (including without limitation the requisite prior approval of the Issuer and rights of first refusal), be transferred in whole or in part in an Authorised Denomination by lodging the relevant Security (with the form of application for transfer in respect thereof duly executed and duly stamped where applicable) and, if prior to a QPO or a Pubco Merger, together with a duly executed Deed of Adherence at the specified office of the Issuer.

No transfer of a Security will be valid (i) unless the terms of the Securityholders’ Agreement or the New Securityholders’ Agreement, as appropriate and these Conditions have been complied with and (ii) unless and until entered on the Register. A Security may be registered only in the name of, and transferred only to, a named person.

The Issuer will within seven Business Days, in the place of the specified office of the Issuer, of any duly made application for the transfer of a Security, deliver a new Certificate to the transferee (and, in the case of a transfer of part only of a Security, deliver a Security for the untransferred balance to the transferor) at the specified office of the Issuer or (at the risk and, if mailed at the request of the transferee or, as the case may be, the transferor otherwise than by ordinary mail, at the expense of the transferee or, as the case may be, the transferor) mail the Security by uninsured mail to such address as the transferee or, as the case may be, the transferor may request.

Such transfer will be effected without charge subject to (i) the person making such application for transfer paying or procuring the payment of any taxes, duties and other governmental charges in connection therewith; (ii) the Issuer being satisfied with the documents of title and/or identity of the person making the application; and (iii) such reasonable regulations as the Issuer may determine from time to time.

The Issuer shall not be required to register the transfer of any Security (or part thereof) (i) during the period of 7 days immediately prior to the Final Maturity Date; (ii) in respect of which a Conversion Notice has been delivered pursuant to Condition 6(d); or (iii) during the period of 7 days ending on (and including) any Record Date in respect of any payment of an Interest Amount.

Subject as provided in these Conditions, prior to a Pubco Merger, a Securityholder Majority can require conversion of all (but not some only) of the outstanding Securities held by all of the Holders at the relevant Conversion Price into such number of Shares as is equal to the relevant Conversion Property per Security on the applicable Conversion Date in the following circumstances:

The Issuer shall, no later than three Business Days after the occurrence of an Issuer Capital Raising Event, notify the Holders in accordance with Condition 13 of such Issuer Capital Raising Event.

Subject as provided in these Conditions, a Securityholder Majority can require exchange of all (but not some only) of the outstanding Securities held by all of the Holders at the Pubco Exchange Price into the Pubco Exchange Shares on the Conversion Date at any time on or following a Pubco Merger.

The Issuer shall notify the Holders in accordance with Condition 13 as soon as reasonably practicable following its publication of its intention to float (or equivalent document).

To exercise their right to convert or exchange all (but not some only) of the outstanding Securities pursuant to Condition 6(a) or Condition 6(b), the Holders must deliver all of the Securities together with a duly completed conversion notice signed by a Securityholder Majority (“Conversion Notice”) in the form set out in Schedule 3 to the Deed Poll to the Issuer in accordance with this Condition 6 whereupon the Issuer shall (subject as provided in these Conditions and to the determination of the Conversion Price if the event giving rise to the right to convert a Security was not an Equity Event or prior to a QPO or Pubco Merger conversion otherwise occurs):

(i) in any circumstance other than exchange on or following a Pubco Merger procure the delivery to, or as directed by the Holders of Shares credited as paid up in full as provided in this Condition 6; or

(ii) where such exchange occurs on or after a Pubco Merger, the Issuer shall transfer the Pubco Exchange Shares to the Holders according to their pro rata entitlement to the Pubco Exchange Shares for no additional consideration and as provided in this Condition 6.

If delivery of a Conversion Notice is made after the end of normal business hours or on a day which is not a Business Day in the Cayman Islands such delivery shall be deemed for all purposes of these Conditions to have been made on the next following such Business Day in the Cayman Islands.

A Conversion Notice, once delivered, shall be irrevocable.

Shares to be issued or delivered by the Issuer to a Holder on conversion other than on or following a Pubco Merger will be issued or delivered in uncertificated form through the relevant dematerialised securities trading system operated by the relevant stock exchange, unless at the relevant time the Shares are not a participating security in a dematerialised securities trading system, in which case the Shares will be issued delivered in certificated form. Where Shares are to be issued or delivered in certificated form, a certificate in respect thereof will be dispatched by mail free of charge to the relevant Holder or as it may direct in the Conversion Notice.

Fractions of Shares will not be issued or delivered on conversion and no cash payment or other adjustment shall be made by the Issuer in respect of any such fraction.

The Issuer will procure that Shares to be issued or delivered on conversion pursuant to this Condition 6 will be issued or delivered to the Holder of the Securities or his nominee, as specified by the Holder of the Securities.

The Pubco Exchange Shares to be transferred to a Holder by the Issuer for no additional consideration on conversion on or following a Pubco Merger will be transferred in uncertificated form through the relevant dematerialised securities trading system operated by the relevant stock exchange, unless at the relevant time the Pubco Exchange Shares are not a participating security in a dematerialised securities trading system, in which case the Pubco Exchange Shares will be delivered in certificated form.

Where Pubco Exchange Shares are to be issued or delivered in certificated form, a certificate in respect thereof will be dispatched by mail free of charge to the relevant Holder or as it may direct in the Conversion Notice.

Fractions of Pubco Exchange Shares will not be delivered on exchange and no cash payment or other adjustment shall be made by the Issuer in respect of any such fraction.

The Issuer will procure that Pubco Exchange Shares to be delivered on exchange pursuant to this Condition 6 on or following a Pubco Merger will be issued or delivered to the Holder of the Securities or his nominee, as specified by the Holder of the Securities.

The Issuer must pay to the relevant authorities, stamp, issue, registration and other similar taxes and duties arising on conversion or exchange of the Securities (including the transfer fees of a broker or any charges of Nasdaq relating to the transfer of the Pubco Shares) in accordance with this Condition 6. If the Issuer shall fail to pay any stamp, issue, registration and other similar taxes, fees or charges payable for which it is responsible as provided above, the relevant Holder shall be entitled to tender and pay the same and the Issuer as a separate and independent stipulation, covenants to reimburse and indemnify each Holder in respect of any payment thereof.

Shares or Pubco Exchange Shares issued, delivered or transferred upon conversion or exchange of the Securities will be fully paid and will in all respects rank pari passu with the fully paid Shares and or Pubco Exchange Shares, as applicable, in issue on such date, except that such Shares or Pubco Exchange Shares will not rank for any rights, distributions or payments on the record date or other due date for the establishment of entitlement for which falls prior to such date (the “Reference Date”) unless otherwise agreed between the Issuer and the Holder.

Where the Fair Market Value is required to be determined in connection with a conversion of the Securities pursuant to Condition 6(a), in the event that a Securityholder Majority and the Issuer are unable to agree the Fair Market Value within a period of 30 days, then a Securityholder Majority shall at their sole cost appoint a Securityholder Valuer in order to determine Fair Market Value. The Securityholder Valuer shall be required to determine the Fair Market Value of a Share using both a multiple and discounted cash flow basis of valuation and shall take the higher of the two values to be the Fair Market Value. Following determination of Fair Market Value by the Securityholder Valuer, in the event that the Issuer does not agree with such valuation, it may at its sole cost appoint an Issuer Valuer to determine Fair Market Value on the same basis as the Securityholder Valuer. In the event that an Issuer Valuer is appointed, the Fair Market Value shall be the average of the valuations produced by the Securityholder Valuer and the Issuer Valuer.

Unless previously purchased and cancelled, redeemed or converted as herein provided, the Securities will be redeemed at their principal amount, together with any unpaid Interest Amount on the Final Maturity Date.

Subject to compliance with applicable laws and regulations, the Issuer or any Subsidiary of the Issuer may at any time purchase securities in the open market or otherwise at any price.

All Securities which are redeemed or converted and all Securities which are purchased by the Issuer or any of its Subsidiaries will be cancelled and may not be reissued or resold.

Payment of principal in respect of the Securities and accrued Interest Amount payable on a redemption of the Securities (other than on an Interest Payment Date) will be made to the persons shown in the Register at the close of business on the Record Date and subject to the surrender (or, in the case of partial payment only, endorsement) of the relevant Securities at the specified office of the Issuer.

“Record Date” means the seventh Business Day before the due date for the relevant payment.

Each payment in respect of the Securities pursuant to Condition 8(a) and Condition 8(b)(i) will be made by transfer to a US dollar account maintained by the payee with a bank specified by the Holder.

Without prejudice to the application of the provisions of Condition 9, all payments in respect of the Securities are subject in all cases to any applicable fiscal or other laws and regulations. No commissions or expenses shall be charged to the Holders in respect of such payments.

Business Days

In this Condition, “business day” means a day (other than a Saturday or Sunday) which is a New York Business Day and in the case of presentation or surrender of a Security a day on which commercial banks and foreign exchange markets are open for business in the place of the specified office of the Issuer.

Holders will not be entitled to any interest or other payment for any delay after the due date in receiving the amount due (i) as a result of the due date not being a Business Day or (ii) if the Holder is late in surrendering the relevant Securities (where such surrender is required pursuant to these Conditions as a precondition to any payment).

When making payments to Holders, if the relevant payment is not of an amount which is a whole multiple of the smallest unit of the relevant currency in which such payment is to be made, such payment will be rounded down to the nearest unit.

The provisions of this Condition 9 shall only apply to Securities held by MENA Energy Services Holdings Limited.

All payments of principal and interest by or on behalf of the Issuer to MENA Energy Services Holdings Limited in respect of the Securities shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the the Cayman Islands or any authority therein or thereof having the power to tax, unless such withholding or deduction is required by law.

In the event of a withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands or any authority therein or thereof having the power to tax being made by the Issuer in respect of a payment made by it, the Issuer shall pay such additional amounts as will result in the receipt by MENA Energy Services Holdings Limited, after any withholding or deduction for or on account of such taxes, duties, assessments or charges, of such amounts as would have been received by them if no such withholding or deduction had been required, except that no additional amounts shall be payable in respect of any Securities:

For the purposes hereof, “relevant date” means whichever is the later of (a) the date on which such payment first becomes due and (b) if the full amount payable has not been received by MENA Energy Services Holdings Limited on or prior to such due date, the date on which the full amount has been so received by MENA Energy Services Holdings Limited.

References in these Conditions to principal and premium (if any) shall be deemed also to refer to any additional amounts which may be payable under this Condition or any undertaking or covenant given in addition thereto or in substitution therefore pursuant to the Deed Poll.

Each of the following events shall be an “Event of Default”:

Prior to conversion or exchange of the Securities, the Issuer undertakes that, save with the approval of a Securityholder Majority:

If any Security is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Issuer subject to all applicable laws and regulations, upon payment by the claimant of the expenses incurred in connection with such replacement and on such terms as to evidence and indemnity as the Issuer may require. Mutilated or defaced Securities must be surrendered before replacements will be issued.

All notices regarding the Securities will be valid if sent to the address of the relevant Holder as specified in the Register.

No person shall have any right to enforce any term or condition of the Securities under the Contracts (Rights of Third Parties) Act 1999.

The Securities, including any non-contractual obligations arising out of or in connection with them, are governed by, and shall be construed in accordance with, English law.

The Issuer agrees that any claim, dispute or difference of whatever nature arising under, out of or in connection with the Securities (a “Dispute”), shall be referred to and finally settled by arbitration in accordance with the Rules of the London Court of International Arbitration (“LCIA”) (the “Rules”) in force at the time of the filing of the Request for Arbitration (as defined in the Rules) and as modified by this clause, which Rules shall be deemed incorporated into this clause. The number of arbitrators shall be three, one of whom shall be nominated by the Claimant(s), one by the Respondent(s) and the third of whom, who shall act as Chairman, shall be nominated by the two party-nominated arbitrators, provided that if the Claimant(s) or Respondent(s) fail to nominate an arbitrator within the time limits specified by the Rules or the party-nominated arbitrators fail to nominate a Chairman within 30 days of the nomination of the second party-nominated arbitrator, such arbitrator shall be appointed promptly by the LCIA Court. The seat of arbitration shall be London, England and the language of arbitration shall be English. The proceedings shall take place in Dubai. Sections 45 and 69 of the Arbitration Act 1996 shall not apply.

The Issuer and each Holder irrevocably waives any immunity it or its assets or revenues may otherwise have in any jurisdiction and from jurisdiction to which it might otherwise be entitled in any suit or proceedings arising out of or relating to these Securities.

Any variation to the terms of the Deed Poll and these Conditions will only be valid if it is in writing and executed by the Issuer and a Securityholder Majority.

SCHEDULE 2
Form of Certificate

[Face of Security]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

BPGIC Holdings Limited

U.S.$75,000,000 Guaranteed Convertible Securities due 2024

This Security forms one of a series of Securities issued in Authorised Denominations of US$5,000,000, in an aggregate initial principal amount of U.S.$75,000,000.

References herein to the Conditions (or to any particular numbered Condition) shall be to the Conditions (or that particular one of them) set out below. Words and expressions defined in the Conditions shall bear the same meaning when used in this Certificate. This Certificate is issued with the benefit of, the Conditions and the Deed Poll.

THIS IS TO CERTIFY that [            ] is/are the registered holder(s) of U.S.$ [●] ([●] United States Dollars) in aggregate principal amount of Securities.

The Issuer, for value received, hereby promises to pay to the holder interest in an amount equal to the Interest Amount in accordance with the Conditions.

The statements in the legend set out above are an integral part of the terms of this Certificate and, by acceptance of this Certificate, the registered holder of the Securities to which this Certificate relates agrees to be subject to and bound by the terms and provisions set out in the legend.

This Security is not a document of title. Entitlements are determined by entry in the Register and only the duly registered holder from time-to-time is entitled to payment in respect of this Security.

This Certificate and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with English law.

IN WITNESS whereof this Security has been executed on behalf of the Issuer.

Dated:

BPGIC Holdings Limited

By:

[Reverse of Security]

CONDITIONS OF THE SECURITIES

[insert]

GUARANTEE

[insert]

ISSUER

BPGIC Holdings Limited

Form of Transfer of Security

FOR VALUE RECEIVED the undersigned sell(s), assign(s) and transfer(s) to:

…………………………………………………………………………………………………………
……………………………………………………………………………………………………………
………………………………………………………………………………………………………………

(Please print or type name and address (including postal code) of transferee)

U.S.$ [●] principal amount of this Security and all rights under this Security, irrevocably constituting and appointing BPGIC Holdings Limited as attorney to transfer the principal amount of this Security in the register maintained by BPGIC Holdings Limited with full power of substitution.

Signature(s) ……………………………….

………………………………………………

Date: ……………………………………….

NOTE:

SCHEDULE 3
Form of Conversion / Exchange Notice

We, the undersigned being the holders of Securities representing a Securityholder Majority, hereby elect to convert [exchange] the principal amount of all of the issued and outstanding Securities into [shares of the Issuer] [Pubco Exchange Shares] in accordance with the terms and conditions of the Securities.

Number of Securities: ………………………….

Total principal amount: U.S.$75,000,000

Serial numbers of Securities: ………………………………

Name: ...................................................................

Address: ................................................................

We hereby request that any payment of interest required to be made pursuant to Condition 8 of the Securities be paid to the person whose name and address is given below and in the manner specified below/transferred to the US dollar account, details in respect of which are given below:

Name: ................................................................................

Address: .............................................................................

Manner of despatch (if other than by ordinary mail to the above address):

Account no: .....................................................................

Account name: ................................................................

Bank: ...............................................................................

Branch: ............................................................................

Swift Code: .......................................................................

IBAN Number: ..................................................................

…………………………………

For an on behalf of
[insert names of Holders representing a Securityholder Majority]

SCHEDULE 4
Form of Redemption Notice

To: BPGIC Holdings Limited (the “Issuer”)

We, the undersigned being the holders of Securities representing a Securityholder Majority, hereby elect to redeem the principal amount of all of the issued and outstanding Securities in accordance with the terms and conditions of the Securities.

Number of Securities: ………………………….

Total principal amount: U.S.$75,000,000

Serial numbers of Securities: ………………………………

We hereby request that payment of principal and interest required to be made pursuant to Condition 7 of the Securities be paid to the persons whose names and addresses are given below and in the manner specified below/transferred to the US dollar account, details in respect of which are given below:

Name: ................................................................................

Address: .............................................................................

Redemption Amount: ..........................................................

Account no: .....................................................................

Account name: ................................................................

Bank: ...............................................................................

Branch: ............................................................................

Swift Code: .......................................................................

IBAN Number: ..................................................................

…………………………………

For an on behalf of
[insert names of Holders representing a Securityholder Majority]

- 21 -

Exhibit 99.8

ESCROW AGREEMENT

This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2019 by and among (i) BPGIC Holdings Limited, a Cayman Islands exempted company (“BPGIC”), (ii) Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), and (iii) MENA Energy Services Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Noteholder”).

WHEREAS, pursuant to the terms of a deed poll executed by BPGIC on November 19 2019 (the “Deed Poll”), the Noteholder was issued US$75,000,000 of guaranteed convertible securities due 2024 (the “Convertible Securities”) which on exchange require BPGIC to transfer 8,333,333 shares owned by BPGIC in Brooge Holdings Limited (the “Escrow Shares”).

WHEREAS, upon Closing, pursuant to the terms of the Deed of Consent Novation and Amendment, BPGIC is required to deliver the Escrow Shares to the Escrow Agent to be held by the Escrow Agent in a separate segregated escrow account (the “Escrow Account”) and released therefrom in accordance with this Agreement.

WHEREAS, the Escrow Agent is willing to administer the Escrow Account under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

Section 1. Appointment. BPGIC and the Noteholder hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, effective upon and subject to the Closing, and the Escrow Agent hereby agrees to perform the duties as escrow agent under this Agreement. The escrow services to be rendered by the Escrow Agent under this Agreement will not begin until the Closing has occurred and the Escrow Agent has received the documentation necessary to establish the Escrow Account on its books and has received the Escrow Shares in accordance with this Agreement.

Section 2. Deposit of Escrow Shares. At the Closing, BPGIC shall deposit with the Escrow Agent share certificate(s) in the name of BPGIC representing the Escrow Shares, provided that BPGIC may alternatively have the Escrow Agent and Brooge Holdings Limited’s transfer agent account for and record any of the Escrow Shares in book entry form. BPGIC shall instruct the registrar of Brooge Holdings Limited not to register a transfer of the Escrow Shares without the written consent of the Escrow Agent for as long as the Escrow Agreement remains in force.

Section 3. Maintenance of the Escrow Shares.

(a) So long as any Escrow Shares are being held in the Escrow Account subject to the terms of this Agreement and are not released in accordance with this Agreement, any dividends, distributions or other income paid on or otherwise accruing to such Escrow Shares (together with the Escrow Shares, the “Escrow Property) shall belong to BPGIC. During the term of this Agreement, subject to Section 3(b) below, the Escrow Agent shall hold the Escrow Property in the Escrow Account and shall not sell, transfer, dispose of, lend or otherwise subject to a Lien any of the Escrow Property except until and to the extent that they are released in accordance with Section 4. Except as BPGIC and the Noteholder may otherwise agree in joint written instructions executed and delivered to the Escrow Agent, no part of the Escrow Property may be withdrawn except as expressly provided in this Agreement. While the Escrow Property are held in the Escrow Account or otherwise subject to this Agreement, BPGIC shall have all voting, consent and other rights with respect to the Escrow Property (including the rights to dividends, distributions or other income paid on or otherwise accruing to such Escrow Shares).

(b) Notwithstanding anything in this Agreement to the contrary, after the Closing with the prior written consent of the Noteholder, BPGIC shall be permitted to (i) pledge or otherwise encumber the Escrow Property as collateral security for documented loans entered into by BPGIC after the Closing or (ii) transfer its rights to the 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 Escrow Property shall be subject to the provisions of this Agreement, including the forfeiture provisions herein, and such lender or transferee must acknowledge such in writing to the Noteholder and the Escrow Agent prior to the granting of any such pledge or the making of any such transfer, and (B) in event of a pledge or encumbrance under clause (i), BPGIC may transfer such Escrow Property, including physical possession of documentation evidencing such Escrow Property (including a share certificate or book entry, if any), to another escrow agent (including one affiliated with such lender), as selected BPGIC and reasonably acceptable to the Noteholder, to hold such Escrow Property in a segregated escrow account on substantially the same terms and conditions as the Escrow Agent under this Agreement is required to hold such Escrow Property (other than adjustments to the fees and expenses of such escrow agent as reasonably acceptable to the Noteholder) and upon receiving written notice of such new escrow agent from BPGIC and the Noteholder, the Escrow Agent shall promptly transfer the Escrow Property to the new escrow agent to be held in accordance with such new escrow agreement.

Section 4. Release of the Escrow Property. The Escrow Agent shall hold the Escrow Property in the Escrow Account and shall release and deliver the Escrow Property(or such portion thereof) to either BPGIC or to the Noteholder, as applicable, (i) to BPGIC on the redemption of the Convertible Securities in accordance with Condition 7 of Schedule 1 to the Deed Poll, (ii) to BPGIC on any transfer of the Convertible Securities in accordance with Condition 4(b) of Schedule 1 to the Deed Poll (iii) in accordance with joint written instructions executed by BPGIC and the Noteholder, or (iv) in accordance with a copy of a final non-appealable judgment or order from a court of competent jurisdiction (including an order to enforce an arbitral award) establishing the rights of a party in accordance with this Agreement and the Deed Poll to such Escrow Property.

Section 5. Tax Matters. BPGIC and the Noteholder agree and acknowledge that, for all U.S. and foreign tax purposes, except as required by applicable Law, BPGIC shall be treated as the owner of the Escrow Property while held in the Escrow Account until released in accordance with this Agreement, and all interest, earnings or income, if any, earned with respect to the Escrow Property while held by the Escrow Agent shall be treated as earned by BPGIC until released in accordance with this Agreement. The Escrow Agent shall have the right to deduct and withhold taxes from any payments to be made hereunder if such withholding is required by law and to request and receive any necessary tax forms, including Form W-9 or the appropriate series of Form W-8, as applicable, or any similar information, from the applicable recipient of Escrow Property.

Section 6. Duties. The Escrow Agent’s duties are entirely ministerial and not discretionary, and the Escrow Agent will be under no duty or obligation to do or to omit the doing of any action with respect to any Escrow Property, except to give notice, provide monthly reports, make releases, keep an accurate record of all transactions with respect to the Escrow Property, hold the Escrow Property in accordance with the terms of this Agreement and to comply with any other duties expressly set forth in this Agreement. The Escrow Agent shall not have any interest in any Escrow Property, but shall serve as escrow holder only and have only possession thereof. Subject to the following sentence, nothing contained herein shall be construed to create any obligation or liability whatsoever on the part of the Escrow Agent to anyone other than the parties to this Agreement. There are no third party beneficiaries to this Agreement.

Section 7. Monthly Reports Upon Request. From and after the Closing, the Escrow Agent shall provide monthly account statements to BPGIC and the Noteholder with respect to the Escrow Account. BPGIC and the Noteholder have one hundred twenty (120) days to object in writing to such reports. If no written notice detailing a party's objections has been received by the Escrow Agent within this period, an acceptance of such reports shall be deemed to have occurred.

Section 8. Authorized Parties; Reliance. BPGIC agrees to provide on Exhibit A (as it may be amended from time to time by BPGIC) to this Agreement the names and specimen signatures of those persons who are authorized on behalf of BPGIC after the Closing to issue notices and instructions to the Escrow Agent and execute required documents under this Agreement. The Noteholder agrees to provide on Exhibit A (as it may be amended from time to time by the Noteholder) to this Agreement the names and specimen signatures of those persons who are authorized on behalf of the Noteholder to issue notices and instructions to the Escrow Agent and execute required documents under this Agreement. The Escrow Agent 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. Notwithstanding the above, any such notice or instruction provided by persons listed in Exhibit A (including any future persons, as such Exhibit A is amended from time to time) on behalf of BPGIC, shall only be valid when provided by any two of such authorized persons, acting jointly, on behalf of BPGIC. The Escrow Agent shall be entitled to rely on and shall be fully protected in relying on, the instructions and notices from any two of the authorized signers, acting jointly, on behalf of BPGIC as identified in Exhibit A (as it may be amended from time to time) to this Agreement after the Closing, until such time as their authority is revoked in writing, or until successors have been appointed and identified by notice in the manner described in Section 14 below. The requirement in this Section 8 of there being two authorized signers acting jointly shall only apply to BPGIC when there are at least two people who are listed as serving as authorized signers (respectively) as so provided for in Exhibit A (as it may be amended from time to time) of this Agreement. Where there is only one authorized signer for BPGIC named in Exhibit A (as it may be amended from time to time) of this Agreement, then such sole authorized signer’s notice or instruction made pursuant to the terms of this Agreement shall be valid and the reliance and protections afforded in this Section 8 shall be available to the Escrow Agent. Furthermore, the Escrow Agent is entitled to rely on, and shall be fully protected in relying on the instructions and notices from any one of the authorized signers of Noteholder as identified on the attached Exhibit A (as it may be amended from time to time) to this Agreement after the Closing, either acting alone, until such time as their authority is revoked in writing, or until successors have been appointed and identified by notice in the manner described in Section 14 below.

Section 9. Good Faith. The Escrow Agent shall not be liable for any action taken by it in good faith and reasonably believed by it to be authorized or within the rights or powers conferred upon it by this Agreement and may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel.

Section 10. Right to Resign. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving such notice in writing of such resignation to each of the other parties specifying a date when such resignation shall take effect, which shall be a date not less than sixty (60) days after the date of the notice of such resignation, and shall be conditioned upon the appointment of a replacement Escrow Agent in accordance with this Section 10. Similarly, the Escrow Agent may be removed and replaced following the giving of ten (10) days’ notice to the Escrow Agent by all of the other parties hereto; provided that such removal shall not take effect prior to the appointment of a replacement Escrow Agent in accordance with this Section 10. In either event, BPGIC and the Noteholder shall agree upon a successor Escrow Agent (however for the avoidance of any doubt, this ‎ Section 10 does not apply to BPGIC’s unilateral right to transfer the Escrow Property to another escrow agent or lender under the terms of Section 3(b) of this Agreement). If BPGIC and the Noteholder are unable to agree upon a successor Escrow Agent or shall have failed to appoint a successor Escrow Agent prior to the expiration of sixty (60) days following the date of resignation or ten (10) days following the date of removal, the then-acting Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or otherwise appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. Any successor Escrow Agent shall execute and deliver to the predecessor Escrow Agent, BPGIC and the Noteholder an instrument accepting such appointment and the transfer of the Escrow Property and agreeing to the terms of this Agreement.

Section 11. Compensation. The Escrow Agent shall be entitled to receive the fees as set forth on Exhibit B for the services to be rendered hereunder, and to be paid or reimbursed for all reasonable documented out-of-pocket expenses, disbursements and advances, including reasonable documented out-of-pocket attorneys’ fees, incurred or paid in connection with carrying out its duties hereunder, such amounts to be paid by BPGIC.

Section 12. Indemnification. BPGIC hereby agrees to indemnify the Escrow Agent for, and to hold it harmless against any loss, liability or expense incurred without gross negligence or wilful misconduct on the part of the Escrow Agent, arising out of or in connection with its entering into this Agreement and carrying out its duties hereunder.

Section 13. Disputes. If a controversy arises between the parties hereto as to whether or not or to whom the Escrow Agent shall transfer all or any portion of any Escrow Property, or as to any other matter arising out of or relating to this Agreement or any Escrow Property, the Escrow Agent shall not be required to determine the same, shall not make any transfer of and shall retain the Escrow Property in dispute without liability to anyone until the rights of the parties to the dispute shall have finally been determined by mutual written agreement of BPGIC and the Noteholder, or by a final non-appealable judgment or order of a court of competent jurisdiction (including an order to enforce an arbitral award), but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings. The Escrow Agent shall be entitled to assume that no such controversy has arisen unless it has received notice of such controversy or conflicting written notices from the parties to this Agreement. Any disputes arising out of, related to, or in connection with, this Agreement between BPGIC and the Noteholder, including a dispute arising from a party’s failure or refusal to sign a joint written notice hereunder, shall be determined by arbitration conducted in accordance with the provisions of Condition 15(b) of Schedule 1 to the Deed Poll.

Section 14. Notices. Except to the extent expressly set forth herein, all notices and communications hereunder shall be in writing and shall be deemed to be given if (a) delivered personally, (b) sent by facsimile or email (with affirmative confirmation of receipt), (c) sent by recognized overnight courier that issues a receipt or other confirmation of delivery or (d) sent by registered or certified mail, return receipt requested, postage prepaid to the parties as follows:

or at such other address as any of the above may have furnished to the other parties in a notice duly given as provided herein. Any such notice or communication given in the manner specified in this Section 14 shall be deemed to have been given (i) on the date personally delivered or transmitted by facsimile or email (with affirmative confirmation of receipt), (ii) one (1) Business Day after the date sent by recognized overnight courier that issues a receipt or other confirmation of delivery or (iii) three (3) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid.

Section 15. Term. This Agreement shall terminate upon the final, proper and complete distribution of all Escrow Property in accordance with the terms hereof; provided, that BPGIC’s obligations under Section 12 hereof shall survive any termination of this Agreement. Notwithstanding the foregoing or anything to the contrary contained herein, in the event that the BCA is validly terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void, and the parties shall have no obligations hereunder.

Section 16. Entire Agreement. The terms and provisions of this Agreement (including the Exhibits hereto, all of which are hereby incorporated by reference herein) constitute the entire agreement between the Escrow Agent and the other parties hereto with respect to the subject matter hereof. Notwithstanding the foregoing, as between BPGIC and the Noteholder, the terms of the Deed Poll shall control and govern over the terms of this Agreement in the event of any conflict or inconsistency between this Agreement and the Deed Poll (unless there is an express intention otherwise in this Agreement). The actions of the Escrow Agent shall be governed solely by this Agreement.

Section 17. Amendment; Waiver. This Agreement may be amended or modified only by a written instrument duly signed by the parties hereto. Any provision hereof may be waived only by a written instrument duly signed by the party against whom enforcement of such waiver is sought.

Section 18. Severability. In the event that any provision of this Agreement or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

Section 19. Further Assurances. From time to time on and after the date hereof, BPGIC and the Noteholder shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do and cause to be done such further acts as the Escrow Agent shall reasonably request (it being understood that the Escrow Agent shall have no obligation to make any such 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.

Section 20. Accounting. In the event of the resignation or removal of the Escrow Agent, upon the termination of this Agreement or upon demand at any time of either BPGIC or the Noteholder under reasonable circumstances, the Escrow Agent shall render to BPGIC, the Noteholder and the successor escrow agent (if any) an accounting (free of charge) in writing of the property constituting the Escrow Property.

Section 21. Interpretation. The parties acknowledge and agree that: (a) this Agreement is the result of negotiations between the parties and will not be deemed or construed as having been drafted by any one party, (b) each party and its counsel have reviewed and negotiated the terms and provisions of this Agreement (including any Exhibits attached hereto) and have contributed to its revision and (c) the rule of construction to the effect that any ambiguities are resolved against the drafting party will not be employed in the interpretation of this Agreement. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. In this Agreement, unless the context otherwise requires: (i) words of the masculine, feminine or neuter gender will include the masculine, neuter or feminine gender, and words in the singular number or in the plural number will each include, as applicable, the singular number or the plural number; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (iii) reference to any law means such law as amended, modified codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder; (iv) any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and references to all attachments thereto and instruments incorporated therein; (v) the words “herein, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; (vi) the words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”; (vii) any reference herein to “dollars” or “$” shall mean United States dollars; and (viii) reference to any Section or Exhibit means such Section hereof or Exhibit hereto.

Section 22. Successors and Assigns. Without limiting the first sentence of Section 8, this Agreement and the rights and obligations hereunder may not be assigned without the prior written consent of each of the parties hereto, and any purported assignment without such consent shall be null and void ab initio. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Section 23. Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of any party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement herein, nor will any single or partial exercise of any such right preclude any other (or further) exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive to or exclusive of, any rights or remedies otherwise available to a party hereunder.

Section 24. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of New York without regard to the conflict of laws principles thereof.

Section 25. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 26. Counterparts. This Agreement may be executed simultaneously in two or more counterparts (including by facsimile or other electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 27. U.S. Patriot Act. BPGIC and the Noteholder agree to provide the Escrow Agent with the information reasonably requested by the Escrow Agent to verify and record BPGIC’s and the Noteholder’s respective identities pursuant to the Escrow Agent’s procedures for compliance with the U.S. Patriot Act and any other applicable laws.

Section 28. Representations of the Parties. Each of BPGIC, the Noteholder and the Escrow Agent hereby represents and warrants that as of the date hereof: (a) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and all such actions have been duly and validly authorized by all necessary proceedings; and (b) this Agreement has been duly authorized, executed and delivered by it, and constitutes a legal, valid and binding agreement of it.

Section 29. Definitions. For the purposes of this Agreement, the following capitalised words used in this Agreement, shall have the meanings set forth in this Section 29:

“BCA” means the business combination agreement dated 15 April 2019 (as amended restated and/or supplemented from time to time including by way of joinder or assignment) and entered into by Brooge Petroleum and Gas Investment Company FZE, Twelve Seas Investment Company, Brooge Holdings Limited and Brooge Merger Sub Limited;

“Closing” has the meaning given in the BCA;

“Deed of Consent Novation and Amendment” has the meaning given in the Deed Poll; and

“Lien” has the meaning given in the BCA.

{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS}

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first written above.

[Signature Page to Escrow Agreement]

Exhibit 99.9

Execution version

20 December 2019

MENA ENERGY SERVICES HOLDINGS LIMITED

and

BROOGE PETROLEUM AND GAS INVESTMENT COMPANY (BPGIC) PLC

and

BPGIC HOLDINGS LIMITED

TABLE OF CONTENTS

This Agreement is made on 20 December 2019

BETWEEN:

Recitals:

It is agreed as follows:

In this Agreement, unless the context otherwise requires, the provisions in this Clause 1 (Interpretation) apply:

“Accepting Holder” has the meaning set out in Clause 8 (Drag Along);

“Affiliate” means, in relation to a person, any of its holding companies, Controlled subsidiaries (as defined in Clause 1.4 (References to subsidiaries and holding companies)) or any other Subsidiaries of any such holding companies;

“Agreement” means this agreement as modified, amended or replaced from time to time;

“Applicable Laws” means all laws, regulations, directives, statutes, subordinate legislation, common law and civil code of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any court or competent authority or tribunal and all codes of practice having force of law, statutory guidance and policy notes;

“Articles” means the articles of association of the Company as amended from time to time;

“Associated Company” means in relation to a person, (a) any of its Affiliates, or any fund, partnership, special purpose vehicle or similar vehicle (the “Entity”) in respect of which the person or any of its Affiliates is (i) a limited partner or the general partner; or (ii) an investment manager; or (iii) directly or indirectly controls the Entity or (b) any investor of an Entity of such person;

“Associated Person” means in relation to a company, a person (including any director, officer, employee, agent or Subsidiary (as defined in Clause 1.4 (References to subsidiaries and holding companies)) who performs (or has performed) services for or on behalf of that company;

“BCA” means the business combination agreement dated 15 April 2019 (as amended restated and/or supplemented from time to time including by way of joinder or assignment) and entered into by Brooge Petroleum and Gas Investment Company FZE, Twelve Seas Investment Company, Brooge Holdings Limited and Brooge Merger Sub Limited;

“Board” means the board of directors of the Company, as appointed from time to time;

“Business Day” means a day which is not a Friday, a Saturday, a Sunday or a public holiday in the Cayman Islands or the UAE;

“Buyer” has the meaning set out in Clause 10.1.1 (Terms and Consequences of Transfer of Convertible Securities);

“Closing” means the date of closing of the merger transactions pursuant to the BCA;

“Conditions” means the terms and conditions set out in Schedule 1 of the Instrument;

“Confidential Information” has the meaning set out in Clause 13.2 (Confidential Information);

“Connected Person” means in relation to a Shareholder who is an individual, an individual (“A”) is connected with a Shareholder (“B”) if:

“Control” means in relation to the Company or any other person, where a person has direct or indirect control over more than 50% of the voting share capital of the Company or the relevant company, as applicable and “Controlled” shall have a corresponding meaning;

“Convertible Securities” means the U.S.$75,000,000 Guaranteed Subordinated Convertible Securities due 2024 of the Company constituted by the Instrument;

“Convertible Securities Liabilities” has the meaning given in Clause 15.1 (Subordination);

“Deed of Adherence” means a deed substantially in the form set out in Schedule 1 (Deed of Adherence);

“Deed of Consent Novation and Amendment” has the meaning given in the Instrument;

“Defaulting Securityholder” has the meaning set out in Clause 9.2 (Notice of Default);

“Default Notice” has the meaning set out in Clause 9.3 (Default Notice);

“Director” means any natural person appointed as a director of the Company;

“Dispute” has the meaning set out in Clause 14.2 (Arbitration);

“EIL Share Pledge Agreement” has the meaning set out in the Securities Purchase Agreement;

“Financial Year” means a financial year of the Company commencing on 1 January and ending on 31 December or on such other dates as the Company may resolve;

“Group” means the Company and any of its Subsidiaries from time to time;

“Insolvency Event” mean means in relation to a Securityholder:

“Instrument” means the deed poll constituting the Convertible Securities executed by the Company pursuant to the Deed of Consent Novation and Amendment;

“Interest Amount” has the meaning given in the Conditions;

“LCIA” has the meaning set out in Clause 14.2 (Arbitration);

“Material Breach” means a breach of any of the terms of this Agreement which is material with regard to all relevant circumstances including, without limitation:

“Notification Period” has the meaning set out in Clause 7.4.5(C) (Right of first offer);

“Offer Period” has the meaning set out in Clause 7.4.2(E) (Right of first offer);

“Offer Terms” has the meaning set out in Clause 7.4.2(D) (Right of first offer);

“Original Director” has the meaning set out in Clause 5.5 (Securityholder Director);

“Other Holders” has the meaning set out in Clause 8 (Drag-Along);

“Party” means a party to this Agreement and “Parties” shall be construed accordingly;

“Proposing Transferor” has the meaning set out in Clause 7.4.2 (Right of first offer);

“Pubco Merger” has the meaning given in the Instrument;

“Pubco Shares” means issued fully paid shares of US$1.00 each in the capital of Brooge Holdings Limited;

“Purchaser” has the meaning set out in Clause 8 (Drag-Along);

“Qualifying Offer” has the meaning set out in Clause 8 (Drag-Along);

“Relevant Securities” has the meaning set out in Clause 10.1.2 (Terms and Consequences of Transfer of Convertible Securities);

“Reserved Matters” has the meaning set out in Clause 6 (Shareholder Covenants and Reserved Matters);

“Restricted Party” means a person that is:

“Restricted Transferee” means any competitor of the Group;

“Right” means any right, power or remedy in connection with this Agreement;

“Rules” has the meaning set out in Clause 14.2 (Arbitration);

“Sale Securities” has the meaning set out in Clause 9.3 (Default Notice);

“Sanctions” means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by the relevant authority in the UK (the “Sanctions Authority”);

“Sanctions List” means the list maintained by a public announcement of sanctions designation made by the Sanctions Authority identifying any countries, individuals or entities subject to sanctions;

“Securityholder Director” means a director of the Company appointed to that office by the Securityholder Majority in accordance with Clause 5 (Securityholder Director);

“Securityholder Majority” means the holder or holders (including the Investor) of more than 50% of the total principal amount of the Convertible Securities outstanding at the relevant time;

“Securityholders” means collectively all (or, where the context requires, some of) the holders of the Convertible Securities from time to time;

“Selling Securityholder” has the meaning set out in Clause 10.1.2 (Terms and Consequences of Transfer of Convertible Securities);

“Shareholder Loan” has the meaning given in Clause 15.1 (Subordination);

“Shareholders” means collectively all (or, where the context requires, some) of the holders of the Shares from time to time;

“Shares” means shares in the capital of the Company from time to time;

“Stockholders” means collectively the Shareholders and the Securityholders;

“Subsidiary” has the meaning set out in Clause 1.4 (References to subsidiaries and holding companies);

“Surviving Provisions” means Clause 1 (Interpretation), Clause 13 (Confidentiality), Clause 14.1 (Governing Law) to Clause 14.3 (Sovereign Immunity) inclusive, Clause 14.4 (Notices), Clause 14.5 (Whole agreement and remedies), Clause 14.6 (Legal advice and reasonableness), Clause 14.7 (No Partnership), Clause 14.9 (Survival of Rights, Duties and Obligations), Clause 14.10 (Waiver), Clause 14.11 (Variation), Clause 14.12 (No assignment), Clause 14.14 (Invalidity/severance) and any other provisions of this Agreement to the extent relevant to the interpretation or enforcement of such provisions;

“Taxation” or “Tax” means all forms of taxation and zakat whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies (including without limitation social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and in respect of any person and all penalties, charges, costs and interest relating thereto;

“Tax Authority” means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation;

“Third Party” means any bona fide third party;

“Transfer Date” has the meaning set out in Clause 10.2.2 (Terms and Consequences of Transfer of Convertible Securities);

“Transfer Notice” has the meaning set out in Clause 7.4.2 (Right of first offer);

“Transfer Price” has the meaning set out in Clause 7.4.2 (Right of first offer);

“Transfer Securities” has the meaning set out in Clause 7.4.2 (Right of first offer);

“Transferees” has the meaning set out in Clause 7.4.6 (Right of first offer);

“Transferor” has the meaning set out in Clause 7.3 (Permitted Transfers);

“UAE” means the United Arab Emirates;

“UK” means the United Kingdom; and

“U.S.$” means the lawful currency of the United States.

References to one gender include all genders and references to the singular include the plural and vice versa.

References to:

A company is a “Subsidiary” of another company (its “holding company”) if that other company, directly or indirectly, through one or more subsidiaries:

References to a statute or statutory provision include:

Headings shall be ignored in interpreting this Agreement.

References to this Agreement shall include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement. References to paragraphs and Parts are to paragraphs and Parts of the Schedules.

References to any English legal term shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction.

The Parties agree and acknowledge that the terms of this Agreement shall take precedence over the terms of the Articles and in the event of conflict between the terms of this Agreement and the Articles, the terms of this Agreement shall prevail. To the extent permitted by Applicable Laws the Shareholders shall exercise all voting and other rights and powers available to them so as to give effect to the provisions of this Agreement and shall further if necessary procure any required amendment to the Articles provided that such amendment to the Articles shall not contravene Applicable Laws.

This Agreement shall take effect immediately upon execution.

For so long as the Investor or any of its Associated Companies holds Convertible Securities, the Securityholders agree that the Investor shall have sole authority to communicate on behalf of the Securityholders with the Company and the Existing Shareholder for and on behalf of the other Securityholders, including without limitation providing the Company with details of any matter decided on pursuant to a Securityholder Majority.

Except as otherwise permitted or required under this Agreement, a Securityholder shall not sell all or any of its respective Convertible Securities unless it obtains the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned).

No Securityholder shall at any time sell or transfer any of its Convertible Securities to a Restricted Person or a Restricted Transferee.

The provisions of Clause 7.1 (Lock-up) will not apply to a transfer of some or all of the Convertible Securities held by a Securityholder (the “Transferor”) to an Associated Company on giving prior written notice to the other Securityholders, copied to the Company, provided that:

If:

then the relevant Securityholder shall have committed an “Event of Default”.

If an Event of Default occurs, the Securityholder who commits an Event of Default (the “Defaulting Securityholder”) shall notify the Existing Shareholder in writing as soon as reasonably practicable.

Following an Event of Default, and after the expiry of any cure period, the Existing Shareholder may give written notice (the “Default Notice”) within 30 Business Days of receiving notification of an Event of Default or of it becoming aware of an Event of Default, whichever is the earlier, requiring the Defaulting Securityholder to sell to the Existing Shareholder (or have the Company redeem) on any basis as shall be agreed by the Existing Shareholder and the Company all of the Convertible Securities held by the Defaulting Securityholder (the “Sale Securities”) at a price equal to the principal amount of such Convertible Securities together with any accrued but unpaid Interest Amount.

The sale and purchase of the Sale Securities shall be completed within 10 Business Days following service of the Default Notice and shall otherwise be made on the terms set out in Clause 10 (Terms and Consequences of Transfers of Convertible Securities).

In this Clause 10 (Terms and consequences of transfers of Convertible Securities):

If a Selling Securityholder fails or refuses to comply with its obligations to transfer Relevant Securities under Clause 7 (Transfers), Clause 8 (Drag-Along), Clause 9 (Default) or Clause 10 (Terms and Consequences of Transfers of Convertible Securities) on or before the Transfer Date the Company, to the extent permitted under Applicable Laws, may receive the purchase money for a Selling Securityholder (without any obligation to pay interest) and cause a Buyer (by acting for and on behalf of a Selling Securityholder and the Selling Securityholder agrees to sign and file any documents to authorise the Company to do so) to be registered as the holder of the Relevant Securities being sold (once any appropriate stamp duty has been paid). The receipt by the Company of the purchase money shall be a good discharge to a Buyer (who shall not be bound to see to the application of those moneys). After a Buyer has been registered as holder of the Relevant Securities being sold in exercise of these powers:

The Securityholders shall keep the Company informed at all times of the issue and contents of any notices served pursuant to Clause 7 (Transfers), Clause 8 (Drag-Along), Clause 9 (Default) or Clause 10 (Terms and consequences of transfers of Convertible Securities) and any election or acceptance relating to those notices.

Any sale and/or transfer of Convertible Securities under Clause 7 (Transfers), Clause 8 (Drag-Along), Clause 9 (Default) or Clause 10 (Terms and consequences of transfers of Convertible Securities) shall be on terms that those Convertible Securities:

Each of the Securityholders, the Existing Shareholder and the Company shall use reasonable endeavours to effect a transfer of Convertible Securities in accordance with the terms of this Agreement as quickly as is practicable and in any event within any time period specified in this Agreement.

On ceasing to be a Securityholder, a Securityholder shall hand over to the Company material correspondence, Budgets, schedules, documents, records or other information relating to the Business held by it or any of its Associated Companies or any third party which has acquired such matter through that Securityholder and shall not keep any copies.

This Agreement shall continue in full force and effect without limit in time until the earlier of:

provided that this Agreement shall cease to have effect as regards any Party who ceases to hold any Shares or Convertible Securities save for the Surviving Provisions which shall continue in force after termination generally or in relation to any such Party.

Termination of this Agreement shall be without prejudice to any liability or obligation in respect of any matters, undertakings or conditions which shall not have been observed or performed by the relevant Party prior to such termination.

No public announcement of any kind shall be made in respect of this Agreement except as otherwise agreed in writing between the Parties or unless required by Applicable Laws, in which case the Party concerned shall take all reasonable steps to obtain the consent of the other Parties to the contents of the announcement, such consent not to be unreasonably withheld or delayed, and the Parties or the Associated Company of the Party making the announcement (as the case may be) shall (unless it is not reasonably practicable to do so) give a copy of the text to the other Parties prior to the announcement being released. Nothing in this Clause 13.1 (Announcements) shall prevent a Stockholder from making statements in the ordinary course of business about the fact of the Stockholder’s holding of Shares or Convertible Securities.

Subject to Clauses 13.1 (Announcements) and 13.3 (Exclusions), each Party shall use reasonable endeavours to keep confidential and to procure that its respective Associated Companies and their respective officers, employees, agents and advisers keep confidential the following (the “Confidential Information”):

Clause 13.2 (Confidential Information) shall not prohibit disclosure or use of any information if and to the extent:

provided that prior to disclosure or use of any information pursuant to Clause 13.3.5 (Exclusions) or 13.3.6 (Exclusions), the Party concerned shall consult with the other party insofar as is lawfully permitted and reasonably practicable.

Where a Stockholder ceases to be a Stockholder such Stockholder on receipt of a written demand from the other Stockholders or the Company shall promptly:

provided that such Stockholder may retain any Confidential Information relating to the other Stockholders, any member of the Group or the Business whether they are internally prepared (including, without limitation, internal analysis, compilations, notes, studies, memorandums, papers and other internal documents) or otherwise as may be required by Applicable Law or contained or referred to in board minutes or in documents referred to therein and such Stockholder’s advisers may keep one copy of any documents in their possession for record purposes without prejudice to any duties of confidentiality contained in this Agreement.

Without prejudice to any other rights or remedies which a Stockholder may have, the Stockholders acknowledge and agree that damages would not be an adequate remedy for any breach of this Clause 13 (Confidentiality) and the remedies of injunction, specific performance and other equitable relief are appropriate for any threatened or actual breach of any such provision and no proof of special damages shall be necessary for the enforcement of the rights under this Clause.

The obligations contained in this Clause 13 (Confidentiality) shall last for 3 years following termination of this Agreement or a person ceasing to be Party to this Agreement.

This Agreement and the documents to be entered into pursuant to it, save as expressly referred to therein, and any non-contractual obligations arising out of or in connection with the Agreement and such documents shall be governed by and construed in accordance with English law.

The Parties agree that any claim, dispute or difference of whatever nature arising under, out of or in connection with this Agreement and the documents to be entered into pursuant to it (a “Dispute”), shall be referred to and finally settled by arbitration in accordance with the Rules of the London Court of International Arbitration (“LCIA”) (the “Rules”) in force at the time of the filing of the Request for Arbitration (as defined in the Rules) and as modified by this Clause, which Rules shall be deemed incorporated into this Clause. The number of arbitrators shall be three, one of whom shall be nominated by the claimant(s), one by the respondent(s) and the third of whom, who shall act as chairman, shall be nominated by the two party-nominated arbitrators, provided that if the claimant(s) or respondent(s) fail to nominate an arbitrator within the time limits specified by the Rules or the party-nominated arbitrators fail to nominate a chairman within 30 days of the nomination of the second party-nominated arbitrator, such arbitrator shall be appointed promptly by the LCIA Court. The seat of arbitration shall be London, England and the language of arbitration shall be English. Sections 45 and 69 of the Arbitration Act 1996 shall not apply.