REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2016 • Eagle Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2016, is made and entered into by and among Eagle Acquisition Corp., a Delaware corporation (the “Company”), and Eagle Acquisition Sponsor, LLC, a Delaware limited liability company, (the “Sponsor,” and together with the other parties listed on the signature pages hereto 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”).
EAGLE ACQUISITION CORP. and Continental Stock Transfer & Trust Company WARRANT AGREEMENT Dated as of [•], 2016Warrant Agreement • October 14th, 2016 • Eagle Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2016, is by and between Eagle Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as warrant agent (in such capacity, the “Warrant Agent”).
Eagle Acquisition Corp. Radnor, Pennsylvania 19087Eagle Acquisition Corp. • October 14th, 2016 • Blank checks • New York
We are pleased to accept the offer Eagle Acquisition Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 4,312,500 shares of Class F common stock (“Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 562,500 of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of Eagle Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement, references to “Common Stock” are to, collectively, the Class F Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class F Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, upon the terms an
INDEMNITY AGREEMENTIndemnity Agreement • October 14th, 2016 • Eagle Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2016, by and between EAGLE ACQUISITION CORP., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • October 14th, 2016 • Eagle Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of [●], 2016 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Eagle Acquisition Corp., a Delaware corporation (the “Company”), and Eagle Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 14th, 2016 • Eagle Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2016, by and between Eagle Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”).
Eagle Acquisition Corp. 595 East Lancaster Avenue, Suite 300 Radnor, PA 19087 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 14th, 2016 • 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 or proposed to be entered into by and among Eagle Acquisition Corp., a Delaware corporation (the “Company”), and Stifel, Nicolaus & Company, FBR Capital Markets & Co. and Stephens Inc., as representatives of the several underwriters named therein (together, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 15,000,000 of the Company’s units (including up to 2,250,000 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 “Common Stock”), and one-half of one warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Publ
Eagle Acquisition Corp. 595 East Lancaster Avenue, Suite 300 Radnor, PA 19087Eagle Acquisition Corp. • October 14th, 2016 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of Eagle Acquisition Corp. (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 Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Shelbourne Eagle Sponsor, LLC, a Delaware limited liability company (“Shelbourne”), an affiliate of our sponsor, Eagle Acquisition Sponsor, LLC, shall make available to the Company, at 595 East Lancaster Avenue, Suite 300, Radnor, Pennsylvania 19087 (or any successor location or other existing office locations), certain office space, utilities, and general office, receptionist and secretarial sup
