REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2020 • Flying Eagle Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 5, 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”).
WARRANT AGREEMENTWarrant Agreement • March 10th, 2020 • Flying Eagle Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 5, 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”).
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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 10th, 2020 • Flying Eagle Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 5, 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 21st, 2020 • Skillz Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (“Agreement”) is made as of December 16, 2020, by and between Skillz Inc., a Delaware corporation (the “Company”), and [a member of the board of directors / an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
Flying Eagle Acquisition Corp.Letter Agreement • March 10th, 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 69,000,000 of the Company’s units (including up to 9,000,000 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
Skillz Inc. Class A Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • March 17th, 2021 • Skillz Inc. • Services-computer processing & data preparation • New York
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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 2nd, 2020 • Flying Eagle Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 1, 2020, by and between Flying Eagle Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
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”).
Flying Eagle Acquisition Corp. 60,000,000 Units Underwriting AgreementUnderwriting Agreement • March 10th, 2020 • Flying Eagle Acquisition Corp. • 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 60,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 9,000,000 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”).
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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 26th, 2021 • Skillz Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (“Agreement”) is made as of [____________], 2021, by and between Skillz Inc., a Delaware corporation (the “Company”), and [a member of the board of directors / an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
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”).
SKILLZ INC. AND EACH OF THE GUARANTORS PARTY HERETO, UMB BANK, N.A., as Trustee AND UMB BANK, N.A., as Collateral Agent 10.250% Secured Notes due 2026 INDENTURE Dated as of December 20, 2021Skillz Inc. • December 20th, 2021 • Services-computer processing & data preparation • New York
INDENTURE dated as of December 20, 2021, by and among SKILLZ INC. (the “Issuer” or the “Company”), a Delaware corporation, the Guarantors (as defined in Section 1.1) and UMB BANK, N.A., a national banking association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).
AGREEMENT AND PLAN OF MERGER dated as of September 1, 2020 by and among Flying Eagle Acquisition Corp., FEAC MERGER SUB INC. and SKILLZ INC. and ANDREW PARADISE, solely in his capacity as the Stockholder RepresentativeAgreement and Plan of Merger • September 2nd, 2020 • Flying Eagle Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of September 1, 2020, is entered into by and among Flying Eagle Acquisition Corp., a Delaware corporation (prior to the Effective Time, “Acquiror” and, at and after the Effective Time, “PubCo”), FEAC Merger Sub Inc., a Delaware corporation (“Merger Sub”), Skillz Inc., a Delaware corporation (the “Company”), and Andrew Paradise (the “Founder”), solely in his capacity as the Stockholder Representative pursuant to the designation in Section 11.16. Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 10th, 2020 • Flying Eagle Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 5, 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”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • December 21st, 2020 • Skillz Inc. • Services-computer processing & data preparation • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of December 16, 2020 (the “Effective Time”), by and between Skillz Inc., a Delaware corporation (f/k/a Flying Eagle Acquisition Corp.) (the “Company”), and Eagle Equity Partners II, LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used but not otherwise defined in this Agreement have the respective meanings given to them in the Merger Agreement (as defined below).
NOTE CANCELLATION AGREEMENTNote Cancellation Agreement • December 21st, 2020 • Skillz Inc. • Services-computer processing & data preparation • California
This Note Cancellation Agreement (“Agreement”), dated as of December 16, 2020, is made and entered into by and between Skillz Inc., a Delaware corporation (the “Company”), and Casey Chafkin (the “Borrower”) shall be effective upon the consummation of the Transaction (as defined below). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
INVESTORS’ rIGHTS AGREEMENTJoinder Agreement • December 21st, 2020 • Skillz Inc. • Services-computer processing & data preparation • Delaware
This EIGHTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 1, 2020, by and among Skillz Inc., a Delaware corporation (the “Target”), Flying Eagle Acquisition Corp., a Delaware corporation (prior to the Effective Time, “Acquiror” and, at and after the Effective Time, the “Company”) and certain Persons signatory hereto (and each other Person who, after the date hereof, acquires capital stock of the Company (or prior to the Closing, Acquiror or the Target) and becomes party to this Agreement by executing a Joinder Agreement (such Persons, the “Stockholders”)).
EARNOUT ESCROW AGREEMENTEarnout Escrow Agreement • December 21st, 2020 • Skillz Inc. • Services-computer processing & data preparation • New York
This EARNOUT ESCROW AGREEMENT (this “Agreement”) is made and entered into as of December 16, 2020, by and among Skillz Inc., a Delaware corporation (f/k/a Flying Eagle Acquisition Corp.) (“PubCo”), Andrew Paradise, in his capacity as the Stockholder Representative (acting on behalf of Stockholder Earnout Group and not in his personal capacity) (together with any successor appointed in accordance with the Merger Agreement, the “Stockholder Representative”), Eagle Equity Partners II, LLC (the “Sponsor”, and together with PubCo and the Stockholder Representative, sometimes referred to individually as a “Party” or collectively as the “Parties”), and Continental Stock Transfer & Trust Company (the “Earnout Escrow Agent”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined herein).
April 14, 2023 PERSONAL AND CONFIDENTIAL Charlotte Edelman [Address Omitted] Dear Charlotte:Skillz Inc. • April 14th, 2023 • Services-computer processing & data preparation • New York
This letter (the “Agreement”) confirms the agreement between you and Skillz Inc. (the “Company”) regarding the end of your employment with the Company and the resolution of any disputes between us.
123549575.1 #12675775v8\030371\0001 February 8, 2024 PERSONAL AND CONFIDENTIAL Jason Roswig 28 Greenleaf Rd Bluffton, SC 29910 jason.roswig@gmail.com Dear Jason: This letter (the “Agreement”) confirms the agreement between you and Skillz Inc. (the...Invention Assignment Agreement • February 14th, 2024 • Skillz Inc. • Services-computer processing & data preparation • Nevada
Skillz Inc.Flying Eagle Acquisition Corp. • September 8th, 2020 • Blank checks
Flying Eagle Acquisition Corp, a Delaware corporation (the “Issuer”), has proposed to enter into a definitive agreement (the “Definitive Agreement”) for a business combination with Skillz Inc., a Delaware corporation (the “Target”), pursuant to which the Issuer will acquire the Target on the terms and subject to the conditions set forth therein (the “Transaction”). As a condition to its willingness to enter into the Definitive Agreement, the Target has required the holder of the Issuer’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), named on the signature page hereof (“Holder”) to execute and deliver this Voting Agreement.
SKILLZ INC. and THE GUARANTORS NAMED HEREIN 10.250% SECURED NOTES DUE 2026 FIRST SUPPLEMENTAL INDENTURE Dated as of April 13, 2023 UMB Bank, N.A. as Trustee and Collateral AgentSkillz Inc. • April 14th, 2023 • Services-computer processing & data preparation
AGREEMENTAgreement • September 2nd, 2020 • Flying Eagle Acquisition Corp. • Blank checks • Delaware
This Agreement (this “Agreement”), dated as of September 1, 2020, is entered into by and among Eagle Equity Partners II, LLC, a Delaware limited liability company (the “Sponsor”) and Skillz Inc. (the “Company”).
AMENDMENT TO SKILLZ ONLINE DEVELOPER TERMS AND CONDITIONS OF SERVICEFlying Eagle Acquisition Corp. • November 2nd, 2020 • Services-computer processing & data preparation
THIS AMENDMENT (the “Amendment”) is entered into by and between Skillz Inc., a Delaware corporation located at 1061 Market St. 6th Floor, San Francisco, CA 94103 (“Skillz”'), and Tether Studios Inc., a Delaware corporation located at 3086 Stonegate Dr, Alamo, CA, 94507 (“Company”'), and is effective as of the date of last signature below (“Amendment Effective Date”'). Capitalized terms used herein without definition have the meaning ascribed to them in the Agreement (as defined below).
FLYING EAGLE ACQUISITION CORP. Los Angeles, CA 90067Letter Agreement • March 10th, 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”):
SKILLZ 2020 OMNIBUS INCENTIVE PLAN CEO PERFORMANCE STOCK UNIT AWARD AGREEMENTSkillz 2020 Omnibus Incentive Plan Ceo Performance Stock Unit Award Agreement • September 20th, 2021 • Skillz Inc. • Services-computer processing & data preparation • Delaware
THIS PERFORMANCE STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of September 14, 2021, (the “Grant Date”) by and between Skillz Inc., a Delaware corporation (the “Company”), and Andrew Paradise (the “Participant”), pursuant to the Skillz Inc. 2020 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
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”):
SUPPORT AGREEMENTSupport Agreement • September 2nd, 2020 • Flying Eagle Acquisition Corp. • Blank checks • Delaware
This Support Agreement (this “Agreement”), dated as of September 1, 2020, is entered into by and among Flying Eagle Acquisition Corp., a Delaware corporation (“Acquiror”), FEAC Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Merger Sub”), and the stockholder of the Company (as defined below) set forth on the signature page hereto (the “Stockholder”).
Flying Eagle Acquisition Corp.Letter Agreement • May 8th, 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 the underwritten initial public offering (the “Public Offering”) of 69,000,000 units, including the issuance of 9,000,000 units as a result of the underwriters’ exercise of their over-allotment option in full (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 adjus
NON-COMPETITION AGREEMENTNon-Competition Agreement • June 2nd, 2021 • Skillz Inc. • Services-computer processing & data preparation • California
This Restrictive Covenant Agreement (this “Agreement”) is made and entered into as of _________, 2021, by and between Skillz Inc., a Delaware corporation (“Parent”), on the one hand, and ___________ (“Seller”), a resident of the State of [California], on the other hand.
