WARRANT AGREEMENT SILVER EAGLE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [_____], 2013Warrant Agreement • July 11th, 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”).
25,000,000 Units1 Silver Eagle Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 11th, 2013 • Silver Eagle Acquisition Corp. • Blank checks • New York
Silver Eagle Acquisition Corp., a corporation organized under the laws of Delaware (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 “Representative”) are acting as sole representative, 25,000,000 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 3,750,000 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 Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capit
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 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”).
SECOND AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • July 11th, 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 11th, 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 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 11th, 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”).
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • July 11th, 2013 • Silver Eagle Acquisition Corp. • Blank checks
This Securities Assignment Agreement (this “Assignment”), dated as of July 10, 2013, is made and entered into 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”).
Silver Eagle Acquisition Corp. Santa Monica, CA 90401 Re: Initial Public Offering Gentlemen:Letter Agreement • July 11th, 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 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
