REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2018 • Platinum Eagle Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2018, is made and entered into by and among Platinum Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), Platinum Eagle Acquisition 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”).
30,000,000 Units1 Platinum Eagle Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 5th, 2018 • Platinum Eagle Acquisition Corp. • Blank checks • New York
Platinum Eagle Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (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, 30,000,000 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 4,500,000 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 req
WARRANT AGREEMENTWarrant Agreement • January 5th, 2018 • Platinum Eagle Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2018, is by and between Platinum Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • January 5th, 2018 • Platinum Eagle Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ________________, 2018, by and between PLATINUM EAGLE ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and ______________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 5th, 2018 • Platinum Eagle Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2018 by and between Platinum Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Platinum Eagle Acquisition Corp.Securities Subscription Agreement • January 5th, 2018 • Platinum Eagle Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on December 22, 2017 by and between Platinum Eagle Acquisition LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Platinum Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), and amends and restates in its entirety that that certain securities subscription agreement, dated July 14, 2017, by and between the Subscriber and the Company. Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,125,000 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 5th, 2018 • Platinum Eagle Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and among Platinum Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), Platinum Eagle Acquisition LLC, a Delaware limited liability company, and Harry E. Sloan (collectively, the “Purchasers”).
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Platinum Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”),...Letter Agreement • January 5th, 2018 • Platinum Eagle Acquisition Corp. • Blank checks • New York
PLATINUM EAGLE ACQUISITION CORP.Letter Agreement • January 5th, 2018 • Platinum Eagle Acquisition Corp. • Blank checks
