REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2019 • Diamond Eagle Acquisition Corp. \ DE • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2019, is made and entered into by and among Diamond Eagle Acquisition Corp., a Delaware corporation (the “Company”), Eagle Equity Partners, LLC, a Delaware limited liability company (the “Sponsor”), Harry E. Sloan and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, Harry E. Sloan 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 3rd, 2019 • Diamond Eagle Acquisition Corp. \ DE • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________, 2019 by and between Diamond Eagle Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
35,000,000 Units1 Diamond Eagle Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 2019 • Diamond Eagle Acquisition Corp. \ DE • Blank checks • New York
Diamond Eagle Acquisition Corp., a Delaware corporation (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 “Representatives”) are acting as representatives, 35,000,000 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 5,250,000 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 Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • May 3rd, 2019 • Diamond Eagle Acquisition Corp. \ DE • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2019, by and between Diamond Eagle Acquisition Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
Diamond Eagle Acquisition Corp.Letter Agreement • May 3rd, 2019 • Diamond Eagle Acquisition Corp. \ DE • 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 Diamond Eagle Acquisition Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. and Goldman Sachs & Co. 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 40,250,000 of the Company’s units (including up to 5,250,000 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-third 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
Diamond Eagle Acquisition Corp.Securities Subscription Agreement • May 3rd, 2019 • Diamond Eagle Acquisition Corp. \ DE • Blank checks • New York
This agreement (the “Agreement”) is entered into on March 28, 2019 by and between Eagle Equity Partners LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Diamond 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 10,062,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,312,500 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 WARRANT AGREEMENTForm of Warrant Agreement • May 3rd, 2019 • Diamond Eagle Acquisition Corp. \ DE • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 2019, is by and between Diamond 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 3rd, 2019 • Diamond Eagle Acquisition Corp. \ DE • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of __________, 2019 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Diamond Eagle Acquisition Corp., a Delaware corporation (the “Company”), and Eagle Equity Partners, LLC, a Delaware limited liability company (the “Sponsor”), and Harry E. Sloan (together with the Sponsor, the “Purchasers”).
DIAMOND EAGLE ACQUISITION CORP. Los Angeles, CA 90067Letter Agreement • May 3rd, 2019 • Diamond Eagle Acquisition Corp. \ DE • Blank checks • New York
This letter agreement (this “Agreement”) by and among Diamond Eagle Acquisition Corp. (the “Company”), Eagle Equity Partners, 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 Nasdaq Capital Market (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”):
