Exhibit 4.4


 


EAGLE ACQUISITION CORP.


 


and


 


[•]


 


WARRANT AGREEMENT


 


Dated as of [•], 2016


 


THIS WARRANT AGREEMENT (this
“Agreement”), dated as of [•], 2016, is by and between Eagle Acquisition Corp., a Delaware corporation
(the “Company”), and [•], as warrant agent (in such capacity, the “Warrant Agent”).


 


WHEREAS, it is proposed that
the Company enter into that certain Sponsor Warrants Purchase Agreement (the “Private Placement Warrants Purchase Agreement”),
with Eagle Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which
the Sponsor will purchase an aggregate of up to 6,037,500 warrants (including up to 562,500 warrants subject to the Over-allotment
Option (as defined below)) simultaneously with the closing of the Offering (as defined below), bearing the legend set forth in
Exhibit B hereto (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement
Warrant;


 


WHEREAS, the Company is
engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities, each
such unit comprised of one share of Common Stock (as defined below) and one-half of one Public Warrant (as defined below) (the
“Units”) and, in connection therewith, has determined to issue and deliver up to 8,625,000 warrants (including
up to 1,125,000 warrants if the Over-allotment Option is exercised in full) to public investors in the Offering (the “Public
Warrants” and, together with the Private Placement Warrants, the “Warrants”). Each whole Warrant entitles
the holder thereof to purchase one share of Class A common stock of the Company, par value $0.0001 per share (“Common
Stock”), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable;


 


WHEREAS, the Company has
filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, No. 333-[•]
(the “Registration Statement”) and prospectus (the “Prospectus”), for the registration, under
the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the shares
of Common Stock included in the Units;


 


WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective
rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Agreement.


 




     


     


    

 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


		1.	Appointment of Warrant Agent. The Company hereby
appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment
and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.



 


		2.	Warrants.



 


		2.1	Effect of Countersignature. If a physical certificate
is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no
effect and may not be exercised by the holder thereof.



 


		2.2	Registration.



 


		2.2.1	Warrant Register. The Warrant Agent shall maintain
books (the “Warrant Register”), for the registration of original issuance and the registration of transfer
of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue and register the
Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer
of such ownership shall be effected through, records maintained by institutions that have accounts with The Depository Trust Company
(the “Depositary”) (such institution, with respect to a Warrant in its account, a “Participant”).



 


If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer
necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the
Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the
Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants which shall be in
the form annexed hereto as Exhibit A.


 


The certificates, if issued,
shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer (or, if applicable,
any co-Chief Executive Officer), Chief Financial Officer, Secretary or other principal officer of the Company. In the event the
person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person
signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such
at the date of issuance.


 


		2.2.2	Registered Holder. Prior to due presentment for
registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant
is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of
each Warrant represented thereby, for the purpose of any exercise thereof, and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any notice to the contrary.



 




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		2.3	Detachability of Warrants. The shares of Common
Stock and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the date of the Prospectus
or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally
open for normal business (a “Business Day”), then on the immediately succeeding Business Day following such
date, or earlier (the “Detachment Date”) with the consent of Stifel, Nicolaus & Company, Incorporated,
FBR Capital Markets & Co. and Stephens Inc., but in no event shall the shares of Common Stock and the Public Warrants comprising
the Units be separately traded until (A) the Company has filed a current report on Form 8-K with the Commission containing
an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds received
by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment
Option”), if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (B) the Company issues
a press release and files with the Commission a current report on Form 8-K announcing when such separate trading shall begin.



 


		2.4	Private Placement Warrants. The Private Placement
Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted
Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant
to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the
completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the
Company; provided, however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock
issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:



 


		(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 or 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 by transfers made in connection with
the consummation of the Company’s 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 Company’s 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



 




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		(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 (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to
be bound by the transfer restrictions in this Agreement.



 


		3.	Terms and Exercise of Warrants.



 


		3.1	Warrant Price. Each Warrant shall, when countersigned
by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement,
to purchase from the Company the number of shares of Common Stock stated therein, at the price of $11.50 per share, subject to
the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share at which shares of Common Stock may be purchased at
the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration
Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide
at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further
that any such reduction shall be identical among all of the Warrants.



 


		3.2	Duration of Warrants. A Warrant may be exercised
only during the period (the “Exercise Period”) (A) commencing on the later of: (i) the date that
is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business
Combination”), and (ii) the date that is twelve (12) months from the date of the closing of the Offering,
and (B) terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is five (5) years
after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance
with the Company’s amended and restated certificate of incorporation, as amended from time to time, if the Company fails
to consummate a Business Combination, and (z) other than with respect to the Private Placement Warrants, the Redemption Date
(as defined below) as provided in Section 6.2 hereof (the “Expiration Date”); provided,
however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth
in subsection 3.3.2 below, with respect to an effective registration statement. Except with respect to the right to receive
the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant) in the event of a redemption
(as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant in the event of a redemption)
not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof
under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may
extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least
twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that
any such extension shall be identical in duration among all the Warrants.



 




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		3.3	Exercise of Warrants.



 


		3.3.1	Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned
by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent,
or at the office of its successor as Warrant Agent, together with (i) an election to purchase form, duly executed, electing
to exercise such Warrants and (ii) payment in full of the Warrant Price for each full share of Common Stock as to which the
Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant
for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:



 


		(a)	in lawful money of the United States, in good certified check or good bank draft payable to the order
of the Warrant Agent;



 


		(b)	in the event of a redemption pursuant to Section 6 hereof in which the Company’s
board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants
on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference
between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b), by (y) the
Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value”
shall mean the average last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior
to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;



 


		(c)	with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by
the Sponsor or its Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference
between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(c), by (y) the
Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean the average
last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which
notice of exercise of the Warrant is sent to the Warrant Agent; or



 


		(d)	as provided in Section 7.4 hereof.



 




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		3.3.2	Issuance of Shares of Common Stock on Exercise. As soon as practicable after the exercise of
any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)),
the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number
of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him,
her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable,
for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall
not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle
such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying
the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its
obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares
of Common Stock upon exercise of a Warrant unless the shares of Common Stock issuable upon such Warrant exercise have been registered,
qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of the Warrants.
In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder
of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which
case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the
shares of Common Stock underlying such Unit. Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants
may exercise its Warrants only for a whole number of shares of Common Stock (i.e., only an even number of Warrants may be exercised
at any given time by a Registered Holder). The Company may require holders of Public Warrants to settle the Warrant on a “cashless
basis” pursuant to Section 7.4. If, by reason of any exercise of warrants on a “cashless basis”,
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of
Common Stock, the Company shall round down to the nearest whole number, the number of shares of Common Stock to be issued to such
holder.



 


		3.3.3	Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in
conformity with this Agreement shall be validly issued, fully paid and nonassessable.



 


		3.3.4	Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable,
for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares of Common
Stock on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant
Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if
the date of such surrender and payment is a date when the share transfer books of the Company or book-entry system of the Warrant
Agent are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding
date on which the share transfer books or book-entry system are open.



 




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		3.3.5	Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it
elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall
be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant
Agent shall not affect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant,
to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant
Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the shares
of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate
number of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of shares of Common
Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude
shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially
owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible
notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation
contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely on the number
of outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly
report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more
recent public announcement by the Company or (3) any other notice by the Company or [•] (in such capacity, the “Transfer
Agent”) setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written
request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such
holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates
since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the
holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage
specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first
(61st) day after such notice is delivered to the Company.



 




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		4.	Adjustments.



 


		4.1	Stock Dividends.



 


		4.1.1	Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6
below, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or
by a split-up of shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or
similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such
increase in the outstanding shares of Common Stock. A rights offering to holders of shares of Common Stock entitling holders to
purchase shares of Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a stock
dividend of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold
in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or
exercisable for the shares of Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share
of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1,
(i) if the rights offering is for securities convertible into or exercisable for shares of Common Stock, in determining the
price payable for shares of Common Stock, there shall be taken into account any consideration received for such rights, as well
as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted
average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the
first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without
the right to receive such rights.



 


		4.1.2	Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and
unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common
Stock on account of such shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are
convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below),
(c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business
Combination, (d) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a vote to
amend the Company’s amended and restated certificate of incorporation pursuant to Section 9.7 thereof, (e) as a
result of the repurchase of shares of Common Stock by the Company if a proposed initial Business Combination is presented to the
stockholders of the Company for approval or (f) in connection with the redemption of public shares upon the failure of the
Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such
non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be
decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair
market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in
respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other
cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration
of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this
Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or
to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $[•] (being [•]% of the
offering price of the Units in the Offering).



 




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		4.2	Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6
hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification
of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock
split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased
in proportion to such decrease in outstanding shares of Common Stock.



 


		4.3	Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon
the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant
Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction
(x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately
thereafter.



 






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		4.4	Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization
of the outstanding shares of Common Stock (other than a change under Section 4.1 or Section 4.2 hereof
or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company
with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that
does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale
or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as
an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock
of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind
and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have
received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”
); provided, however, that (i) if the holders of the shares of Common Stock were entitled to exercise a right
of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the
kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable
shall be deemed to be the weighted average of the kind and amount received per share by the holders of the shares of Common Stock
in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer
shall have been made to and accepted by the holders of the shares of Common Stock (other than a tender, exchange or redemption
offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s
amended and restated certificate of incorporation or as a result of the repurchase of shares of Common Stock by the Company if
a proposed initial Business Combination is presented to the stockholders of the Company for approval) under circumstances in which,
upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of
Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker
(within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate
is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of
Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities
or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised
the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the shares of Common Stock
held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation
of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4;
provided, further, that if less than 70% of the consideration receivable by the holders of the shares of Common Stock
in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national
securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately
following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public
disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the
Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price
in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less
than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value”
means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model
for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount,
(1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of Common Stock
shall be the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on
the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility
obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of
the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period
equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid
to holders of the shares of Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in
all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period
ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results
in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection
4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall
similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event
will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.



 




    	 	10	 



     


    

 


		4.5	Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of
shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall
state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable
at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which
such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4,
the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth
for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or
any defect therein, shall not affect the legality or validity of such event.



 


		4.6	No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary,
the Company shall not issue fractional shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this
Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional
interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of shares of Common
Stock to be issued to such holder.



 


		4.7	Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant
to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of
shares as is stated in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company
may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does
not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an
outstanding Warrant or otherwise, may be in the form as so changed.



 


		4.8	Other Events. In case any event shall occur affecting the Company as to which none of the provisions
of preceding subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms
of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of
this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants, investment
banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment
to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and,
if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants
in a manner that is consistent with any adjustment recommended in such opinion.



 




    	 	11	 



     


    

 


		5.	Transfer and Exchange of Warrants.



 


		5.1	Registration of Transfer. The Warrant Agent shall register the transfer, from time to time,
of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing
an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants
so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.



 


		5.2	Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together
with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new
Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants;
provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the
case of the Private Placement Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof
until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating
whether the new Warrants must also bear a restrictive legend.



 


		5.3	Fractional Warrants. The Warrant Agent shall not be required to effect any registration of
transfer or exchange which shall result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant.



 


		5.4	Service Charges. No service charge shall be made for any exchange or registration of transfer
of Warrants.



 


		5.5	Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign
and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of
this Section 5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants
duly executed on behalf of the Company for such purpose.



 


		5.6	Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred
or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction
with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate
also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6
shall have no effect on any transfer of Warrants on and after the Detachment Date.



 


		6.	Redemption.



 


		6.1	Redemption. Subject to Section 6.4 hereof, not less than all of the outstanding
Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at
the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.2
below, at the price of $0.01 per Warrant (the “Redemption Price”), provided that the last sales price of the
Common Stock reported has been at least $24.00 per share (subject to adjustment in compliance with Section 4 hereof),
on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to
the date on which notice of the redemption is given and provided that there is an effective registration statement covering the
shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout
the 30-day Redemption Period (as defined in Section 6.2 below) or the Company has elected to require the exercise of
the Warrants on a “cashless basis” pursuant to subsection 3.3.1.



 




    	 	12	 



     


    

 


		6.2	Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all
of the Warrants, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption
shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption
Date (such 30-day period, the “Redemption Period”) to the Registered Holders of the Warrants to be redeemed
at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be
conclusively presumed to have been duly given whether or not the Registered Holder received such notice.



 


		6.3	Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless
basis” in accordance with subsection 3.3.1(b) of this Agreement) at any time after notice of redemption shall have
been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date. In the event that the Company
determines to require all holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection
3.3.1, the notice of redemption shall contain the information necessary to calculate the number of shares of Common Stock to
be received upon exercise of the Warrants, including the “Fair Market Value” (as such term is defined in subsection
3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights
except to receive, upon surrender of the Warrants, the Redemption Price.



 


		6.4	Exclusion of Private Placement Warrants. The Company agrees that the redemption rights provided
in this Section 6 shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement
Warrants continue to be held by the Sponsor or its Permitted Transferees. However, once such Private Placement Warrants
are transferred (other than to Permitted Transferees under subsection 2.5), the Company may redeem the Private Placement
Warrants, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement
Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.3. Private Placement
Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement
Warrants and shall become Public Warrants under this Agreement.



 


		7.	Other Provisions Relating to Rights of Holders of Warrants.



 


		7.1	No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of
the rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions,
exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders
or the election of directors of the Company or any other matter.



 




    	 	13	 



     


    

 


		7.2	Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated,
or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion
impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination,
tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual
obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable
by anyone.



 


		7.3	Reservation of Shares of Common Stock. The Company shall at all times reserve and keep available
a number of its authorized but unissued shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding
Warrants issued pursuant to this Agreement.



 


		7.4	Registration of Shares of Common Stock; Cashless Exercise at Company’s Option.



 


		7.4.1	Registration of Shares of Common Stock. The Company agrees that as soon as practicable, but
in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its
best efforts to file with the Commission a registration statement for the registration, under the Securities Act of the shares
of Common Stock issuable upon exercise of the Warrants. The Company shall use its best efforts to cause the same to become effective
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective
by the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during
the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement
being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective
registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on
a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another
exemption) for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market
Value” (as defined below) by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair
Market Value” shall mean the volume weighted average price of the Common Stock as reported during the ten (10) trading
day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder
of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise” is received
by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise”
of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which
shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless
basis” in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the
shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone
who is not an affiliate (as such term is defined in Rule 144 under the Securities Act) of the Company and, accordingly, shall not
be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of doubt, unless and
until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration
obligations under the first three sentences of this subsection 7.4.1.



 




    	 	14	 



     


    

 


		7.4.2	Cashless Exercise at Company’s Option. If the shares of Common Stock are at the time
of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered
security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of
Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with
Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects,
the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the
Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement
to the contrary, and (y) use its best efforts to register or qualify for sale the shares of Common Stock issuable upon exercise
of the Public Warrant under the blue sky laws of the state of residence in those states in which the Warrants were initially offered
by the Company of the exercising Public Warrant holder to the extent an exemption is not available.



 


		8.	Concerning the Warrant Agent and Other Matters.



 


		8.1	Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that
may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the
exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.



 


		8.2	Resignation, Consolidation, or Merger of Warrant Agent.



 


		8.2.1	Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter
appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’
notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise,
the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make
such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity
by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company),
then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment
of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such
court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal
office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers
and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be
vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect
as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.



 




    	 	15	 



     


    

 


		8.2.2	Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed,
the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the shares of Common Stock not
later than the effective date of any such appointment.



 


		8.2.3	Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may
be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant
Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.



 


		8.3	Fees and Expenses of Warrant Agent.



 


		8.3.1	Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services
as such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand
for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.



 


		8.3.2	Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause
to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably
be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.



 


		8.4	Liability of Warrant Agent.



 


		8.4.1	Reliance on Company Statement. Whenever in the performance of its duties under this Agreement,
the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to
taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chairman of the Board, the Chief
Executive Officer (or, if applicable, any co-Chief Executive Officer) or the Chief Financial Officer of the Company and delivered
to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant
to the provisions of this Agreement.



 




    	 	16	 



     


    

 


		8.4.2	Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful
misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities,
including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this
Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.



 


		8.4.3	Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of
this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent
shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant.
The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof
or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares
of Common Stock shall, when issued, be valid and fully paid and nonassessable.



 


		8.5	Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement
and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to
the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the
Warrant Agent for the purchase of shares of Common Stock through the exercise of the Warrants.



 


		8.6	Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim
of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment
Management Trust Agreement, dated as of the date hereof, by and between the Company and the Warrant Agent, as trustee thereunder)
and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any
reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek
access to the Trust Account.



 


		9.	Miscellaneous Provisions.



 


		9.1	Successors. All the covenants and provisions of this Agreement by or for the benefit of the
Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.



 


		9.2	Notices. Any notice, statement or demand authorized by this Agreement to be given or made by
the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand
or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice,
postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:



 




    	 	17	 



     


    

 


Eagle Acquisition Corp.


595 East Lancaster Avenue, Suite 300


Radnor, PA 19087

Attention: [•]


 


Any notice, statement or
demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent
shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing
by the Warrant Agent with the Company), as follows:


 


[•]


 


Attention: [•]


 


		9.3	Applicable Law. The validity, interpretation, and performance of this Agreement and of the
Warrants shall be governed in all respects by 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 Company hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts
of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum.



 


		9.4	Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to
confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any
right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement
hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and
exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.



 


		9.5	Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable
times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered
Holder of any Warrant. The Warrant Agent may require any such holder to submit his Warrant for inspection by it.



 


		9.6	Counterparts. This Agreement may be executed in any number of original or facsimile counterparts
and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.



 


		9.7	Effect of Headings. The section headings herein are for convenience only and are not part of
this Agreement and shall not affect the interpretation thereof.



 




    	 	18	 



     


    

 


		9.8	Amendments. This Agreement may be amended by the parties hereto without the consent of any
Registered Holder for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained
herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties
may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders. All
other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period and any
amendment to the terms of only the Private Placement Warrants, shall require the vote or written consent of the Registered Holders
of 65% of the then outstanding Public Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend
the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered
Holders.



 


		9.9	Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability
of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision
hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall
be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible
and be valid and enforceable.



 


Exhibit A Form of Warrant
Certificate


 


Exhibit B Legend —
Sponsor’s Warrants


 




    	 	19	 



     


    

 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	EAGLE ACQUISITION CORP.
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	[•], as Warrant Agent
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


[Signature Page to Warrant Agreement]


 




     


     


    

 


EXHIBIT A


 


Form of Warrant Certificate


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


Eagle Acquisition Corp.

Incorporated Under the Laws of the State of Delaware


 


CUSIP [•]


 


Warrant Certificate


 


This Warrant Certificate
certifies that                     ,
or registered assigns, is the registered holder of                     
warrant(s) (the “Warrants” and each, a “Warrant”) to purchase shares of common stock, $0.0001
par value (“Common Stock”), of Eagle Acquisition Corp., a Delaware corporation (the “Company”).
Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive
from the Company that number of fully paid and nonassessable shares of Common Stock as set forth below, at the exercise price (the
“Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless
exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate
and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set
forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the
meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially
exercisable for one fully paid and non-assessable share of Common Stock. The number of the shares of Common Stock issuable upon
exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.


 


The initial Exercise Price
per share of Common Stock for any Warrant is equal to $11.50 per whole share. The Exercise Price is subject to adjustment upon
the occurrence of certain events as set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised
by the end of such Exercise Period, such Warrants shall become void.


 


Reference is hereby made
to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all
purposes have the same effect as though fully set forth at this place.


 




     


     


    

 


This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of
laws principles thereof.


 


	 	eagle ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced
by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive             
shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [•], 2016 (the “Warrant
Agreement”), duly executed and delivered by the Company to [•], as warrant agent (the “Warrant Agent”),
which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for
a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company
and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered
Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request
to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in
the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.


 


Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a
registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and
(ii) a prospectus thereunder relating to the shares of Common Stock is current, except through “cashless exercise”
as provided for in the Warrant Agreement.


 


The Warrant Agreement provides
that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth
on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be
entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest
whole number of shares of Common Stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal
representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of
like tenor evidencing in the aggregate a like number of Warrants.


 


Upon due presentation for
registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.


 


The Company and the Warrant
Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of
the Company.


 




     


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive             
shares of Common Stock and herewith tenders payment for such shares to the order of Eagle Acquisition Corp. (the “Company”)
in the amount of $                    
in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of                     ,
whose address is                     
and that such shares be delivered to whose address is                     .
If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a
new Warrant Certificate representing the remaining balance of such shares be registered in the name of                     ,
whose address is                     ,
and that such Warrant Certificate be delivered to                     ,
whose address is                     .


 


In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required
cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of shares that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In the event that the Warrant
is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c)
of the Warrant Agreement, the number of shares that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(c) of the Warrant Agreement.


 


In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of
shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares that
this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows
for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects
to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement,
to receive shares of Common Stock. If said number of shares is less than all of the shares of Common Stock purchasable hereunder
(after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining
balance of such shares be registered in the name of                     ,
whose address is                     ,
and that such Warrant Certificate be delivered to                     ,
whose address is                     .


  


	Date:	,	(Signature)
	 	 	 
	 	(Address)	 





 




     


     


    

 


	 	 
		(Tax Identification Number)


 


	Signature Guaranteed:
	 
	 




 





THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 under the SECURITIES exchange
act, OF 1934, AS AMENDED).



 






     


     


    

 


EXHIBIT B


 


LEGEND


 


THE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. . IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENTS
BY AND AMONG EAGLE Acquisition cORP. (THE “COMPANY”), EAGLE
ACQUISITION SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE
THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION
3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT)
WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES AND SHARES OF COMMON STOCK OF THE COMPANY
ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED
BY THE COMPANY.