STRICTLY PRIVATE AND CONFIDENTIAL. DRAFT FOR DISCUSSION PURPOSES ONLY. NO LEGAL OBLIGATION OF ANY KIND WILL ARISE UNLESS AND UNTIL A DEFINITIVE WRITTEN AGREEMENT IS EXECUTED AND DELIVERED. AGREEMENT AND PLAN OF MERGER dated as of November 13, 2018,...Agreement and Plan of Merger • November 19th, 2018 • Platinum Eagle Acquisition Corp. • Hotels, rooming houses, camps & other lodging places • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 13, 2018, is made by and among Algeco Investments B.V., a Netherlands besloten vennootschap (the “Seller”), Arrow Bidco, LLC, a Delaware limited liability company and, following the consummation of the Signor Mergers (as defined below), a wholly-owned subsidiary of Holdco Acquiror (“Arrow Bidco”), Platinum Eagle Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (the “Parent Acquiror”), and Topaz Holdings Corp., a Delaware corporation and wholly-owned subsidiary of the Parent Acquiror (the “Holdco Acquiror” and together with the Parent Acquiror, collectively, the “Acquirors”). The Seller and the Acquirors are referred to herein individually as a “Party” and, collectively, as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • November 19th, 2018 • Platinum Eagle Acquisition Corp. • Hotels, rooming houses, camps & other lodging places • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 13, 2018, by and between Platinum Eagle Acquisition Corp., a Cayman Islands exempted company (which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) and in connection therewith change its name to Target Hospitality Corp.) (the “Company”), and each undersigned Subscriber (each as individually used herein, a “Subscriber”). Each Subscriber is acting severally and not jointly with any other Subscriber, including, without limitation, the obligation to purchase Subscribed Shares (as defined below) hereunder and the representations and warranties of each Subscriber hereunder (which are made by each Subscriber as to itself only).
