WARRANT AGREEMENT SILVER EAGLE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of July 25, 2013Warrant Agreement • August 5th, 2013 • Silver Eagle Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 25, 2013, is by and between Silver Eagle Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
25,000,000 Units1 Silver Eagle Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 11th, 2013 • Silver Eagle Acquisition Corp. • Blank checks • New York
Silver Eagle Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as sole representative, 25,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capit
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 2013 • Silver Eagle Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 25, 2013, is made and entered into by and among Silver Eagle Acquisition Corp., a Delaware corporation (the “Company”), Global Eagle Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • July 2nd, 2013 • Silver Eagle Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2013, by and between SILVER EAGLE ACQUISITION CORP., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
INDEMNITY AGREEMENTIndemnity Agreement • July 29th, 2014 • Silver Eagle Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 23, 2014, by and between SILVER EAGLE ACQUISITION CORP., a Delaware corporation (the “Company”), and Eli Baker (“Indemnitee”).
July 25, 2013Letter Agreement • August 5th, 2013 • Silver Eagle Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Silver Eagle Acquisition Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 30,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one share of the Common Stock at a price of $5.75 per half share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Compa
THIRD AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • July 24th, 2013 • Silver Eagle Acquisition Corp. • Blank checks • Delaware
THIS THIRD AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of July 23, 2013 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), by and among Silver Eagle Acquisition Corp., a Delaware corporation (f/k/a Global Eagle Acquisition Corp. II) (the “Company”), and each of the parties set forth on the signature page hereto under “Purchasers” (the “Purchasers”), amends and restates in its entirety, the Sponsor Warrants Purchase Agreement made as of April 16, 2013, as amended and restated on June 18, 2013 and July 11, 2013, by and among the parties hereto.
July 25, 2013Letter Agreement • August 5th, 2013 • Silver Eagle Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Silver Eagle Acquisition Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 30,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one share of the Common Stock at a price of $5.75 per half share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Compa
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 5th, 2013 • Silver Eagle Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 25, 2013 by and between Silver Eagle Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 11th, 2013 • Silver Eagle Acquisition Corp. • Blank checks • New York
This Agreement is made effective as of [____________], 2013 by and between Silver Eagle Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
AMENDED AND RESTATED SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • July 19th, 2013 • Silver Eagle Acquisition Corp. • Blank checks
This Amended and Restated Securities Assignment Agreement, dated as of July [_], 2013 (this “Assignment”), by and among Global Eagle Acquisition LLC, a Delaware limited liability company, Dennis A. Miller (together, the “Sellers”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”), amends and restates in its entirety, the Securities Assignment Agreement made as of July 10, 2013, by and among the parties hereto.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 20th, 2013 • Silver Eagle Acquisition Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of April 16, 2013, is made and entered into by and between Global Eagle Acquisition Corp. II, a Delaware corporation (the “Company”), and each of the parties set forth on the signature page hereto under “Buyers” (“Buyers”).
CONSULTING AGREEMENTConsulting Agreement • August 5th, 2013 • Silver Eagle Acquisition Corp. • Blank checks • California
This Consulting Agreement (this “Agreement”), effective as of July 25, 2013 is entered into by and between Silver Eagle Acquisition Corp. (the “Company”) and James A. Graf (the “Consultant”).
ContractSilver Eagle Acquisition Corp. • November 14th, 2014 • Blank checks • Delaware
THIS NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THIS NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
CONTRIBUTION AGREEMENT by and between VIDEOCON D2H LIMITED and SILVER EAGLE ACQUISITION CORP. Dated December 31, 2014Contribution Agreement • January 6th, 2015 • Silver Eagle Acquisition Corp. • Blank checks • New York
Silver Eagle Acquisition Corp. Santa Monica, CA 90401 Re: Initial Public Offering Gentlemen:Letter Agreement • July 11th, 2013 • Silver Eagle Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Silver Eagle Acquisition Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one share of the Common Stock at a price of $5.75 per half share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Compa
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 19th, 2013 • Silver Eagle Acquisition Corp. • Blank checks • New York
This Agreement is made effective as of [____________], 2013 by and between Silver Eagle Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
CONTRIBUTION AGREEMENTContribution Agreement • June 20th, 2013 • Silver Eagle Acquisition Corp. • Blank checks
This Contribution Agreement (this “Agreement”), dated as of June 18, 2013, is made and entered into by and among Silver Eagle Acquisition Corp. (f/k/a Global Eagle Acquisition Corp. II), a Delaware corporation (the “Company”), Global Eagle Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and Dennis Miller (“Miller”). Each of the Sponsor and Miller are referred to herein collectively as the “Holders”.
AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENTContribution Agreement • February 6th, 2015 • Silver Eagle Acquisition Corp. • Blank checks
This AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT (the “Amendment”) is entered into on February 3, 2015, by and between Videocon d2h Limited, a public limited company organized under the laws of the Republic of India (“Videocon d2h”), and Silver Eagle Acquisition Corp., a Delaware corporation (“SEAC”).
