Exhibit 10.2


 


[●], 2016


 


Eagle Acquisition Corp.

595 East Lancaster Avenue, Suite 300

Radnor, PA 19087


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


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 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 Company shall apply to have the Units listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined
in paragraph 11 hereof.


 


In order to induce the Company and the Underwriters to enter
into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Eagle Acquisition Sponsor, LLC (the “Sponsor”) and the undersigned
individuals, each of whom is a director or member of the Company’s management team (each, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


		1.	The Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then
in connection with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him
or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her
in connection with such stockholder approval.



 




     


     


    

 


		2.	The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within
24 months from the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance
with the Company’s amended and restated certificate of incorporation, the Sponsor and each Insider shall take all reasonable
steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of
the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be
net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish all Public Stockholders’ rights as stockholders (including the
right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s
board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide
for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees not to propose any amendment
to the Company’s amended and restated certificate of incorporation that would affect the substance or timing of the Company’s
obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within 24 months from
the closing of the Public Offering, unless the Company provides Public Stockholders with the opportunity to redeem their shares
of Common Stock upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then
outstanding public shares.



 


The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other
asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The
Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, any
redemption rights it, he or she may have in connection with the consummation of a Business Combination, including, without limitation,
any such rights available in the context of a stockholder vote to approve such Business Combination or in the context of a tender
offer made by the Company to purchase shares of Common Stock (although the Sponsor and the Insiders shall be entitled to redemption
and liquidation rights with respect to any shares of Common Stock it or they hold if the Company fails to consummate a Business
Combination within 24 months from the date of the closing of the Public Offering).


 


		3.	Notwithstanding the provisions set forth in paragraphs 7(a) and (b) below, during the period commencing on the effective
date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior
written consent of the Representatives, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any
option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent
position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, with respect to any Units, shares
of Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned
by it, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any Units, shares of Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable
for, shares of Common Stock owned by it, whether any such transaction is to be settled by delivery of such securities, in cash
or otherwise, or (iii) publicly announce any intention to effect any transaction, including the filing of a registration statement,
specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective
date of any release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce
the impending release or waiver by press release through a major news service at least two business days before the effective date
of the release or waiver. Any release or waiver granted shall only be effective two business days after the publication date of
such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer
not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement
to the extent and for the duration that such terms remain in effect at the time of the transfer.



 




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		4.	In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to
any other shareholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all
loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever)
to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products
sold to the Company or (ii) a prospective target business with which the Company has entered into an acquisition agreement
(a “Target”); provided, however, that such indemnification of the Company by the Sponsor shall
apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the Company’s
independent public accountants and the Underwriters) or products sold to the Company or a Target do not reduce the amount of funds
in the Trust Account to below (i) $10.00 per share of the Offering Shares or (ii) such lesser amount per share of the
Offering Shares held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation
of the Trust Account, in each case, net of the amount of interest earned on the property in the Trust Account which may be withdrawn
to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust
account and except as to any claims under the Company’s indemnity of the Underwriter against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. In the event that any such executed waiver is deemed to be unenforceable
against such third party, the Sponsor shall not be responsible to the extent of any liability for such third party claims. The
Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company
if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing
that it shall undertake such defense.



 


		5.	To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 2,250,000 shares
of Common Stock within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees
that it shall forfeit, at no cost, a number of Founder Shares in the aggregate equal to 562,500 multiplied by a fraction, (i) the
numerator of which is 2,250,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their
over-allotment option, and (ii) the denominator of which is 2,250,000. The forfeiture will be adjusted to the extent that
the over-allotment option is not exercised in full by the Underwriters so that the pre-offering stockholders will own an aggregate
of 20.0% of the Company’s issued and outstanding shares of Capital Stock after the Public Offering. The Initial Stockholders
further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a stock
dividend or share repurchase or contribution back to capital, as applicable, immediately prior to the consummation of the Public
Offering in such amount as to maintain the ownership of the Initial Stockholders prior to the Public Offering at 20.0% of its issued
and outstanding shares of Capital Stock upon the consummation of the Public Offering. In connection with such increase or decrease
in the size of the Public Offering, then (A) the references to 2,250,000 in the numerator and denominator of the formula in
the first sentence of this paragraph shall be changed to a number equal to 15% of the number of shares included in the Units issued
in the Public Offering and (B) the reference to 562,500 in the formula set forth in the immediately preceding sentence shall
be adjusted to such number of Founder Shares that the Initial Stockholders would have to return to the Company in order to hold
(with all of the pre-offering stockholders) an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital
Stock after the Public Offering.



 




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		6.	(a) The Sponsor and each Insider hereby agrees not to participate in the formation of, or become an officer or director of,
any other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934,
as amended, until the Company has entered into a definitive agreement with respect to a Business Combination or the Company has
failed to complete a Business Combination within 24 months after the closing of the Public Offering.



 


		(b)	The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company may be irreparably injured
in the event of a breach by such Sponsor or Insider of its or his obligations under paragraphs 1, 2, 3, 4, 5, 6(a), 7(a), 7(b),
and 9 of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching
party shall be entitled to seek injunctive relief, in addition to any other remedy that such party may have in law or in equity,
in the event of such breach.



 


		7.	(a) The Sponsor agrees that it shall not Transfer (as defined
below) any Founder Shares (or shares of Common Stock issuable upon conversion thereof) until the earlier of (i) one year after
the completion of the Company’s initial Business Combination, (ii) the last sale price of the Common Stock equals or
exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any
20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination
or (iii) the date following the completion of the Company’s initial Business Combination on which the Company completes
a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having
the right to exchange their shares of Common Stock for cash, securities or other property (the “Founder Shares Lock-up
Period”).



 


		(b)	The Sponsor agrees that it shall not effectuate any Transfer of Private Placement Warrants or shares of Common Stock issued
or issuable upon the conversion of the Private Placement Warrants, until 30 days after the completion of a Business Combination
(the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up
Periods”).



 




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		(c)	Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants
and shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder
Shares and that are held by the Sponsor or its permitted transferees (that have complied with this paragraph 7(c)), are permitted
(a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any members of the Sponsor, or any affiliates of the Sponsor; (b) in the case of an individual, by gift to a member of the individual’s
immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of
such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon
death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales
or in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were
originally purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial Business Combination;
(g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution
of the Sponsor; and (h) in the event of the Company’s completion of a liquidation, merger, stock exchange or other similar
transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock
for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided,
however, that in the case of clauses (a) through (e), these permitted transferees must enter into a written agreement agreeing
to be bound by the restrictions herein.



 


		8.	The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership
in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked. Each Insider’s biographical information furnished to the Company (including any such information included in
the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the undersigned’s
background. Each Insider’s questionnaire furnished to the Company is true and accurate in all respects. Each Insider represents
and warrants that: such Insider is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order
or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;
such Insider has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it is not currently a defendant
in any such criminal proceeding.



 


		9.	Except as disclosed in the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider,
nor any director or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee,
monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order
to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of transaction that
it is), other than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion
of the initial Business Combination: payment to an affiliate of the Sponsor for office space, utilities and secretarial support
for a total of $10,000 per month; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating
and consummating an initial Business Combination, and repayment of loans, if any, and on such terms as to be determined by the
Company from time to time, made by the Sponsor or certain of the Company’s officers and directors to finance transaction
costs in connection with an intended initial Business Combination, provided, that, if the Company does not consummate an
initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay
such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may
be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender.
Such warrants would be identical to the Private Placement Warrants.



 




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		10.	The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter
Agreement and, as applicable, to serve as a director on the board of directors of the Company and hereby consents to being named
in the Prospectus as a director of the Company.



 


		11.	As used herein, (i) “Business Combination” shall mean any merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company; (ii) “Capital
Stock” shall mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares” shall
mean the 4,312,500 shares of the Company’s Class F common stock, par value $0.0001 per share initially issued to the Sponsor
(or 3,750,000 shares if the over-allotment option is not exercised by the Underwriters) for an aggregate purchase price of $25,000,
or $0.006 per share, prior to the consummation of the Public Offering; (iv) “Initial Stockholders” shall mean
the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the Warrants
to purchase 5,475,000 shares of Common Stock (or 6,037,500 shares of Common Stock if the over-allotment option is exercised in
full) that the Sponsor has agreed to purchase for an aggregate purchase price of $5,475,000 (or $6,037,500 if the over-allotment
option is exercised in full), or $1.00 per Warrant, in a private placement that shall occur simultaneously with the consummation
of the Public Offering; (vi) “Public Stockholders” shall mean the holders of securities issued in the Public
Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public
Offering shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement
to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly,
or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position
within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled
by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified
in clause (a) or (b).



 




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		12.	This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except
by a written instrument executed by all parties hereto.



 


		13.	No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the
prior written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on the Sponsor and Insiders and their respective successors, assigns and permitted transferees.



 


		14.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York,
without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this
Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.



 


		15.	Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall
be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery or facsimile transmission.



 


		16.	This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of
the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering
is not consummated and closed by December 31, 2016; provided further that paragraph 4 of this Letter Agreement shall
survive such liquidation.



 


[Signature Page follows]


 




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	 	Sincerely,
	 	 
	 	EAGLE ACQUISITION SPONSOR, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	EAGLE ACQUISITION CORP.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	[●]	 	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	[●]	 	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title: