Flying Eagle Acquisition Corp.Flying Eagle Acquisition Corp. • March 3rd, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 15, 2020 by and between Eagle Equity Partners II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Flying Eagle Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 11,500,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,500,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • March 3rd, 2020 • Flying Eagle Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2020, by and between Flying Eagle Acquisition Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
Flying Eagle Acquisition Corp.Letter Agreement • March 3rd, 2020 • Flying 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 Flying Eagle Acquisition Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC and Deutsche Bank Securities Inc., 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 57,500,000 of the Company’s units (including up to 7,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as des
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 3rd, 2020 • Flying Eagle Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2020 by and between Flying Eagle Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • March 3rd, 2020 • Flying Eagle Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March [ ], 2020, is made and entered into by and among Flying Eagle Acquisition Corp., a Delaware corporation (the “Company”), Eagle Equity Partners II, LLC, a Delaware limited liability company (the “Sponsor”) and 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 3rd, 2020 • Flying Eagle Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March [ ], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Flying Eagle Acquisition Corp., a Delaware corporation (the “Company”), and Eagle Equity Partners II, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • March 3rd, 2020 • Flying Eagle Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2020, is by and between Flying Eagle Acquisition Corp., a Delaware corporation (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”).
Underwriting AgreementFlying Eagle Acquisition Corp. • March 3rd, 2020 • Blank checks • New York
Flying Eagle Acquisition Corp., a Delaware corporation (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 50,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 7,500,000 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”).
FLYING EAGLE ACQUISITION CORP. Los Angeles, CA 90067Letter Agreement • March 3rd, 2020 • Flying Eagle Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Flying Eagle Acquisition Corp. (the “Company”), Eagle Equity Partners II, 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, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (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 or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
