WARRANT AGREEMENT SILVER EAGLE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [_____], 2013Warrant Agreement • July 2nd, 2013 • Silver Eagle Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_________], 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2013 • Silver Eagle Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [____________], 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 AGREEMENTIndemnification 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”).
Silver Eagle Acquisition Corp. Santa Monica, CA 90401 Re: Initial Public Offering Gentlemen:Underwriting Agreement • July 2nd, 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 half of one warrant. Each full warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50, 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 Company shall
Silver Eagle Acquisition Corp. Santa Monica, CA 90401 Re: Initial Public Offering Gentlemen:Underwriting Agreement • July 2nd, 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 half of one warrant. Each full warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50, 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 Company shall
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 2nd, 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”).
CONSULTING AGREEMENTConsulting Agreement • July 2nd, 2013 • Silver Eagle Acquisition Corp. • Blank checks • California
This Consulting Agreement (this “Agreement”), effective as of [______], 2013 is entered into by and between Silver Eagle Acquisition Corp. (the “Company”) and James A. Graf (the “Consultant”).
