Bold Eagle Acquisition Corp. Sample Contracts

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • October 25th, 2024 • Bold Eagle Acquisition Corp. • Blank checks

This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 23, 2024 by and between Bold Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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FORM OF WARRANT AGREEMENT between SPINNING EAGLE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2021
Warrant Agreement • June 24th, 2021 • Spinning Eagle Acquisition Corp. • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Spinning Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 25th, 2024 • Bold Eagle Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 23, 2024, is made and entered into by and among Bold Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), Eagle Equity Partners IV, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 20th, 2024 • Bold Eagle Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2024, is made and entered into by and among Bold Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), Eagle Equity Partners IV, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).

INDEMNITY AGREEMENT
Indemnity Agreement • September 20th, 2024 • Bold Eagle Acquisition Corp. • Blank checks • New York

This INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2024, by and between Bold Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).

Bold Eagle Acquisition Corp. New York, NY 10075
Letter Agreement • October 11th, 2024 • Bold Eagle Acquisition Corp. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Bold Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and UBS Securities LLC and Jefferies LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each consisting of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right to receive one twentieth (1/20) of a Class A Ordinary Share upon the consummation of an initial business combination (the “Eagle Share Rights”). The Units will be sold in the Public Offering pursuant to a registr

Bold Eagle Acquisition Corp. New York, NY 10075
Letter Agreement • October 25th, 2024 • Bold Eagle Acquisition Corp. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Bold Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and UBS Securities LLC and Jefferies LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each consisting of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right to receive one twentieth (1/20) of a Class A Ordinary Share upon the consummation of an initial business combination (the “Eagle Share Rights”). The Units will be sold in the Public Offering pursuant to a registr

Bold Eagle Acquisition Corp. 25,000,000 Units Underwriting Agreement
Underwriting Agreement • October 25th, 2024 • Bold Eagle Acquisition Corp. • Blank checks

Bold Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,750,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”). If no other Underwriters are listed in Schedule I hereto, each of the terms Representatives and Underwriters used herein shall mean either the singular or plural as the context requires.

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • September 20th, 2024 • Bold Eagle Acquisition Corp. • Blank checks

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2024 by and between Bold Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT
Private Placement Shares Purchase Agreement • September 20th, 2024 • Bold Eagle Acquisition Corp. • Blank checks • New York

THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of __________, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Bold Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Eagle Equity Partners IV, LLC, a Cayman Islands limited liability company (the “Purchaser”).

Bold Eagle Acquisition Corp. New York, NY 10075
Letter Agreement • September 20th, 2024 • Bold Eagle Acquisition Corp. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Bold Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and UBS Securities LLC and Jefferies LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each consisting of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right to receive one twentieth (1/20) of a Class A Ordinary Share upon the consummation of an initial business combination (the “Eagle Share Rights”). The Units will be sold in the Public Offering pursuant to a registr

BOLD EAGLE ACQUISITION CORP. New York, NY, 10075
Bold Eagle Acquisition Corp. • October 9th, 2024 • Blank checks

This administrative services and indemnification agreement (this “Agreement”) by and between Bold Eagle Acquisition Corp. (the “Company”), Eagle Equity Partners IV, LLC (the “Sponsor”) and Eagle Equity Partners, LLC, an affiliate of the Sponsor (“EEP”), dated as of the date hereof, will confirm our agreement that, in connection with the Company’s initial public offering of securities (the “Offering”) and related listing on The Nasdaq Stock Market LLC (“Nasdaq”), commencing on the date the securities of the Company are first listed on Nasdaq (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (“Business Combination”) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Dat

BOLD EAGLE ACQUISITION CORP. New York, NY, 10075
Bold Eagle Acquisition Corp. • October 25th, 2024 • Blank checks

This administrative services and indemnification agreement (this “Agreement”) by and between Bold Eagle Acquisition Corp. (the “Company”), Eagle Equity Partners IV, LLC (the “Sponsor”) and Eagle Equity Partners, LLC, an affiliate of the Sponsor (“EEP”), dated as of the date hereof, will confirm our agreement that, in connection with the Company’s initial public offering of securities (the “Offering”) and related listing on The Nasdaq Stock Market LLC (“Nasdaq”), commencing on the date the securities of the Company are first listed on Nasdaq (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (“Business Combination”) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Dat

Spinning Eagle Acquisition Corp.
Bold Eagle Acquisition Corp. • September 20th, 2024 • Blank checks • New York

Spinning Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Eagle Equity Partners IV, LLC, a Cayman Islands limited liability company (“Subscriber” or “you”), to purchase 57,500,000 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 7,500,000 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:

PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT
Private Placement Shares Purchase Agreement • October 25th, 2024 • Bold Eagle Acquisition Corp. • Blank checks • New York

THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of October 23, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Bold Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Eagle Equity Partners IV, LLC, a Cayman Islands limited liability company (the “Purchaser”).

RIGHTS AGREEMENT
Rights Agreement • October 9th, 2024 • Bold Eagle Acquisition Corp. • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of [●], 2024 between Bold Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (the “Rights Agent”).

RIGHTS AGREEMENT
Rights Agreement • October 25th, 2024 • Bold Eagle Acquisition Corp. • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of October 23, 2024 between Bold Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (the “Rights Agent”).

BOLD EAGLE ACQUISITION CORP. New York, NY, 10075
Bold Eagle Acquisition Corp. • September 20th, 2024 • Blank checks

This administrative services and indemnification agreement (this “Agreement”) by and between Bold Eagle Acquisition Corp. (the “Company”), Eagle Equity Partners IV, LLC (the “Sponsor”) and Global Eagle Acquisition LLC, an affiliate of the Sponsor (“GEA”), dated as of the date hereof, will confirm our agreement that, in connection with the Company’s initial public offering of securities (the “Offering”) and related listing on The Nasdaq Stock Market LLC (“Nasdaq”), commencing on the date the securities of the Company are first listed on Nasdaq (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (“Business Combination”) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination D

Bold Eagle Acquisition Corp. 25,000,000 Units Underwriting Agreement
Underwriting Agreement • October 9th, 2024 • Bold Eagle Acquisition Corp. • Blank checks

Bold Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,750,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”). If no other Underwriters are listed in Schedule I hereto, each of the terms Representatives and Underwriters used herein shall mean either the singular or plural as the context requires.

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