WARRANT AGREEMENT SILVER EAGLE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [_____], 2013Warrant Agreement • July 19th, 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”).
Silver Eagle Acquisition Corp. Santa Monica, CA 90401 Re: Initial Public Offering Gentlemen:Letter Agreement • July 19th, 2013 • Silver 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 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
SECOND AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • July 19th, 2013 • Silver Eagle Acquisition Corp. • Blank checks • Delaware
THIS SECOND AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of July 11, 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, by and among the parties hereto.
Silver Eagle Acquisition Corp. Santa Monica, CA 90401 Re: Initial Public Offering Gentlemen:Letter Agreement • July 19th, 2013 • Silver 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 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
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.
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”).
