Exhibit 10.3





 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this
“Agreement”) is made effective as of [•], 2016, by and between Eagle Acquisition Corp., a Delaware corporation
(the “Company”), and [•] (the “Trustee”).


 


WHEREAS, the Company’s registration statement
on Form S-1, Registration Statement No. 333-[•] (the “Registration Statement”) and prospectus (the
“Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists 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 entitling the holder thereof to purchase one share of Common
Stock (such initial public offering hereinafter referred to as the “Offering”), has been declared effective
as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into an Underwriting
Agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated, FBR Capital Markets
& Co. and Stephens Inc., as representatives of the several underwriters listed therein (the “Underwriters”);
and


 


WHEREAS, as described in the Registration Statement,
an aggregate of $150,000,000 from the proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting
Agreement) (or $172,500,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee
to be deposited and held in a segregated trust account located in the United States (the “Trust Account”) for
the benefit of the Company and the holders of shares of the Common Stock included in the Units issued in the Offering as hereinafter
provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the
“Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the
“Public Stockholders,” and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”);
and


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $5,025,000 (or $5,812,500 if the Underwriters’ over-allotment option is exercised in full)
is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriters upon
the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1.          Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to: 


 


		(a)	Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee at a branch office of a member of the Federal Deposit Insurance Company located in the United States and at a brokerage
institution selected by the Trustee that is reasonably satisfactory to the Company;



 






     


     


    

 


		(b)	Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;



 


		(c)	In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of
180 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7
promulgated under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations,
as determined by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested
awaiting the Company’s instructions hereunder;



 


		(d)	Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;



 


		(e)	Promptly notify the Company and the Underwriters of all communications received by the Trustee with respect to any Property
requiring action by the Company;



 


		(f)	Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with
the Company’s preparation of tax returns relating to assets held in the Trust Account;



 


		(g)	Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and
when instructed by the Company to do so;



 


		(h)	Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts
and disbursements of the Trust Account;



 


		(i)	Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the
terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto
as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer (or, if applicable, any co-Chief
Executive Officer), Chief Financial Officer or Chairman of the board of directors (the “Board”) or other authorized
officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including
interest (which interest shall be net of any taxes payable and less up to $100,000 of interest that may be released to the Company
to pay dissolution expenses, it being understood that the Trustee has no obligation to monitor or question the Company’s
position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents
referred to therein; provided that, in the case a Termination Letter in the form of Exhibit A is received, no funds shall
be released from the Trust Account in connection therewith unless the Instruction Letter referred to therein expressly provides
that the Deferred Discount be paid directly to the account or accounts directed by the Underwriters, or (y) upon the date
which is 24 months after the closing of the Offering, if a Termination Letter has not been received by the Trustee prior to such
date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter
attached as Exhibit B and the Property in the Trust Account, including interest (which interest shall be net of any taxes payable
and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), shall be distributed to the
Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination
Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received
no such Termination Letter by the date which is 24 months after the closing of the Offering, the Trustee shall keep the Trust Account
open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;



 






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		(j)	Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute
to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company
as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly
to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the
relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account
to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company
in writing to make such distribution; so long as there is no reduction in the principal amount initially deposited in the Trust
Account; provided, however, that if the tax to be paid is a franchise tax, the written request by the Company to
make such distribution shall be accompanied by a copy of the franchise tax bill for the Company and a written statement from the
principal financial officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such
amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of
the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee
shall have no responsibility to look beyond said request; and



 


		(k)	Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i) or (j) above.



 






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		2.	Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:



 


		(a)	Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive
Officer (or, if applicable, any co-Chief Executive Officer) or Chief Financial Officer. In addition, except with respect to its
duties under Sections 1(i) and 1(j) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying
on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any
one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions
in writing;



 


		(b)	Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses,
including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it
hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection
with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or
the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence,
fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any
action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The
Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee
shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld.
The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent
shall not be unreasonably withheld. The Company may participate in such action with its own counsel;



 


		(c)	Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and
transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections
1(i) through 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration
fee at the consummation of the Offering. The Trustee shall refund to the Company the monthly fee (on a pro rata basis) with respect
to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of
the Trustee except as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof;



 


		(d)	In connection with any vote of the Company’s stockholders regarding any merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company (a “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting
verifying the vote of such stockholders regarding such Business Combination;



 






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		(e)	Provide the Underwriters with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;



 


		(f)	Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in
the form of Exhibit A that the Deferred Discount be paid directly to the account or accounts directed by the Underwriters;



 


		(g)	Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing
the Trustee to make any distributions that are not permitted under this Agreement; and



 


		(h)	Within four (4) business days after the Underwriters’ exercise of the over-allotment option (or any unexercised
portion thereof) or such over-allotment expires, provide the Trustee with a notice in writing of the total amount of the Deferred
Discount, which shall in no event be less than $5,025,000.



 


		3.	Limitations
of Liability. The Trustee shall have no responsibility or liability to:



 


		(a)	Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than
this agreement and that which is expressly set forth herein;



 


		(b)	Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no
liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;



 


		(c)	Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any
proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company
given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto;



 


		(d)	Refund any depreciation in principal of any Property;



 


		(e)	Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the
Trustee;



 






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		(f)	The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken
or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful
misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion
or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also
as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable
care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice
or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced
by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee
are affected, unless it shall give its prior written consent thereto;



 


		(g)	Verify the accuracy of the information contained in the Registration Statement;



 


		(h)	Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is
as contemplated by the Registration Statement;



 


		(i)	File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic
written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned
on the Property;



 


		(j)	Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by,
and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including,
but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or



 


		(k)	Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections
1(i) and 1(j) hereof.



 


4.          Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely
against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 






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		5.	Termination. This Agreement shall terminate as follows:



 


		(a)	If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its
reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement.
At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject
to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within
ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the
Property deposited with any court in the State of New York or with the United States District Court for the Southern District of
New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or



 


		(b)	At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the
provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter,
this Agreement shall terminate except with respect to Section 2(b).



 


		6.	Miscellaneous.



 


		(a)	The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason
to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel.
In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names,
account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.



 


		(b)	This 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.



 


		(c)	This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
Except for Section 1(i) hereof (which may not be modified, amended or deleted without the affirmative vote of sixty
five percent (65%) of the then outstanding shares of Common Stock and Class F common stock, par value $0.0001 per share, of
the Company voting together as a single class; provided that no such amendment will affect any Public Stockholder who has
otherwise indicated his election to redeem his, her or its shares of Common Stock in connection with a stockholder vote sought
to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct
a typographical error) by a writing signed by each of the parties hereto.



 






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		(d)	The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State
of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING
TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY. 



 


		(e)	Any notice, consent or request to be given in connection with any of the terms or provisions of this 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 by facsimile transmission:



 


if to the Trustee, to:


 


[•]


Attn: [•]


 


if to the Company, to:


 


Eagle Acquisition Corp.

595 East Lancaster Avenue, Suite 300


Radnor, PA 19087

Attention: Joseph Fox


 


in each case, with copies to:


 


Eagle Acquisition Sponsor, LLC


595 East Lancaster Avenue, Suite 300


Radnor, PA 19087


 


Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue, Suite 1400

Palo Alto, CA 94301

Attn: Gregg A Noel, Esq. and Michael J. Mies, Esq.

Fax No.: (213) 621-5234 and (650) 798-6510


 


and


 


Stifel, Nicolaus & Company, Incorporated


[•]


Attn: [•]


 


FBR Capital Markets & Co.


[•]


Attn: [•]


 


Stephens Inc.


[•]


Attn: [•]


 


Ellenoff Grossman & Schole LLP


[•]


Attn: [•]


 






    	 	8	 



     


    

 


		(f)	This Agreement may not be assigned by the Trustee without the prior consent of the Company.



 


		(g)	Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to
enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees
that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled
to any funds in the Trust Account under any circumstance.



 


		(h)	This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual
consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.



 


		(i)	This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile
or electronic transmission shall constitute valid and sufficient delivery thereof.



 


		(j)	Each of the Company and the Trustee hereby acknowledges and agrees that each Underwriter is a third party beneficiary of this
Agreement.



 


		(k)	Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other
person or entity.



 


[Signature Page Follows]


 




    	 	9	 



     


    

 


IN WITNESS WHEREOF, the parties have
duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	[•], as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Eagle Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Investment Management
Trust Agreement]


 




     


     


    

 


SCHEDULE A1


 





	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of the Offering by wire transfer	 	$	[•]	 
	 	 	 	 	 	 	 
	Annual administration fee	 	First year, initial closing of the Offering by wire transfer; thereafter on the anniversary of the effective date of the Offering by wire transfer or check	 	$	[•]	 
	 	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	 	[•]	 








 





 









		1	Including fees to be paid to [•] in their capacity as the Company’s Trustee, Warrant Agent, Transfer Agent and other
services provided to the Company in connection with the Offering.


 


Schedule A




     


     


    

 


EXHIBIT A

[Letterhead of Company]


 


[Insert date]


[•]


Attn: [•]


 


Re: Trust Account No. [    ]
Termination Letter


 


Gentlemen:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Eagle Acquisition Corp. (“Company”) and [•] (the “Trustee”),
dated as of [•], 2016 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement
with [            ] (“Target Business”) to
consummate a business combination with Target Business (“Business Combination”) on or about [insert date].
The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as
you may agree) of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used
but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer
the proceeds to the above-referenced trust checking account at [•] to the effect that, on the Consummation Date, all of funds
held in the Trust Account will be immediately available for transfer to the account or accounts that the Company and Stifel, Nicolaus
& Company, Incorporated, FBR Capital Markets & Co. and Stephens Inc. (together, the “Representatives”)
(solely with respect to the Deferred Discount) shall direct on the Consummation Date. It is acknowledged and agreed that while
the funds are on deposit in the trust checking account at [•] awaiting distribution, neither the Company nor the Representatives
will earn any interest.


 


On the Consummation Date (i) counsel for
the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer (or, if applicable,
any co-Chief Executive Officer), which verifies that the Business Combination has been approved by a vote of the Company’s
stockholders, if a vote is held and (b) joint written instruction signed by the Company and the Representatives with respect
to the transfer of the funds held in the Trust Account, including express instructions to pay the Deferred Discount from the Trust
Account directly to the account or accounts directed by the Representatives (the “Instruction Letter”). You
are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in
the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the
same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the
Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed
expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 




     


     


    

  


In the event that the Business Combination is
not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice as soon thereafter as possible.


 


	
         
	Very truly yours,
	 	 
	 	Eagle Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Stifel, Nicolaus & Company, Incorporated
	 	FBR Capital Markets & Co.
	 	Stephens Inc.


 




     


     


    

 


EXHIBIT B

[Letterhead of Company]


 


[Insert date]


[•]


Attn: [•]


 


Re: Trust Account No. [    ]
Termination Letter


 


Gentlemen:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Eagle Acquisition Corp. (“Company”) and [•] (the “Trustee”),
dated as of [•], 2016 (“Trust Agreement”), this is to advise you that the Company has been unable to effect
a business combination with a Target Business (“Business Combination”) within the time frame specified in the
Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the
Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate all of the assets in the Trust Account on [•] and to transfer the total proceeds into
the trust checking account at [•] to await distribution to the Public Stockholders. The Company has selected [•], as
the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds.
You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly
to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate
of Incorporation of the Company. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated,
except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 





	
         
	Very truly yours,
	 	 
	 	Eagle Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Stifel, Nicolaus & Company, Incorporated
	 	FBR Capital Markets & Co.
	 	Stephens Inc.


 




    	 	Exh B-1	 



     


    

 


EXHIBIT C

[Letterhead of Company]


 


[Insert date]


[•]


Attn: [•]


 


Re: Trust Account No. [    ]
Tax Payment Withdrawal Instruction


 


Gentlemen:


 


Pursuant to Section 1(j) of the
Investment Management Trust Agreement between Eagle Acquisition Corp. (“Company”) and [•] (the “Trustee”),
dated as of [•], 2016 (“Trust Agreement”), the Company hereby requests that you deliver to the Company
$[•] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall
have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay for the
tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 





	
         
	Very truly yours,
	 	 
	 	Eagle Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Stifel, Nicolaus & Company, Incorporated
	 	FBR Capital Markets & Co.
	 	Stephens Inc.


 




    	 	Exh C-1