Exhibit 10.5


 





January 11, 2018


 


Platinum Eagle Acquisition Corp.


2121 Avenue of the Stars, Suite 2300


Los Angeles, California 90067


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) entered into by and among Platinum Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives (the “Representatives”)
of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering
(the “Public Offering”) of 34,500,000 of the Company’s units (including up to 4,500,000 units that
may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s
Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), and one-third of one redeemable
warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary
Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities
and Exchange Commission (the “Commission”) and the Company intends to apply to have the Units listed
on The Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 1 hereof.


 


In order to induce the
Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company as follows:


 


1. Definitions.
As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination involving the Company and one or more businesses; (ii) “Capital
Shares” shall mean, collectively, the Public Shares and the Founder Shares; (iii) “Founder Shares”
shall mean the 8,625,000 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation
of the Public Offering; (iv) “Private Placement Warrants ” shall mean the warrants to purchase Public
Shares that will be acquired by the Sponsor and Harry E. Sloan for an aggregate purchase price of approximately $7,500,000 (or
approximately $8,400,000 if the Underwriters’ over-allotment is exercised), or $1.50 per Warrant, in a private placement
that shall occur simultaneously with the consummation of the Public Offering; (v) “Public Shareholders”
shall mean the holders of Ordinary Shares sold as part of the units in the Public Offering; (vi) “Trust Account”
shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement
Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or
agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly
or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent
position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is
to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction
specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated
Memorandum and Articles of Association, as the same may be amended from time to time.


 


2. Representations and
Warranties.


 


(a) The undersigned represents
and warrants to the Company that he has the full right and power, without violating any agreement to which he is bound (including,
without limitation, any non-competition or non-solicitation agreement with any employer or former employer) to enter into this
Letter Agreement, as applicable, and to serve as an officer of the Company and/or a director on the Board, as applicable.


 


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


 




     


     


    

 


3. Business Combination
Vote. The undersigned agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then
in connection with such proposed initial Business Combination, he shall vote all Founder Shares and any Public Shares acquired
by him in the Public Offering or the secondary public market in favor of such proposed initial Business Combination and not redeem
any Ordinary Shares owned by him in connection with such shareholder approval.


 


4. Failure to Consummate
a Business Combination; Trust Account Waiver.


 


(a) The undersigned hereby
agrees (i) that in the event that the Company fails to consummate its initial Business Combination within the time period set forth
in the Charter, he shall take all reasonable steps to cause the Company to (x) cease all operations except for the purpose of winding
up, (y) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares sold
as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account and not previously released to the Company to fund its working capital requirements (subject to an annual limit of $250,000)
(less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering
Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any) and (z) as promptly as reasonably possible following such redemption, subject to the
approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (y)
and (z) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject
to the other requirements of applicable law, and (ii) not to propose any amendment to the Charter to modify the substance or timing
of the Company’s obligation to redeem the Offering Shares if the Company does not complete an initial Business Combination
within the required time period set forth in the Charter, unless the Company provides its Public Shareholders with the opportunity
to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on funds held in the Trust Account and not previously released
to the Company to fund its working capital requirements (subject to an annual limit of $250,000) and/or to pay its taxes, divided
by the number of then outstanding Offering Shares.


 


(b) The undersigned acknowledges
that he has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of
the Company as a result of any liquidation of the Company with respect to the Founder Shares held by him. The undersigned hereby
further waives, with respect to any Public Shares and Founder Shares held by him, any redemption rights he may have in connection
with the consummation of a Business Combination, including, without limitation, any such rights available in the context of a shareholder
vote to approve such Business Combination or a shareholder vote to approve an amendment to the Charter to modify the substance
or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company has not consummated an initial
Business Combination within the time period set forth in the Charter or in the context of a tender offer made by the Company to
purchase Public Shares (although the undersigned shall be entitled to redemption and liquidation rights with respect to any Public
Shares held by him if the Company fails to consummate a Business Combination within the required time period set forth in the Charter).


 


5. Lock-up; Transfer
Restrictions.


 


(a) The undersigned agrees
that he shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earlier of: (A)
one year after the completion of an initial Business Combination and (B) the date following the completion of an initial Business
Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all
of the Company’s shareholders having the right to exchange their Public Shares for cash, securities or other property (the
“Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination,
the closing price of the Public Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150
days after the Company’s initial business combination, the Founder Shares shall be released from the Founder Shares Lock-up.


 


(b) The undersigned agrees
that he shall not effectuate any Transfer of the Private Placement Warrants or the Public Shares underlying such warrants, until
30 days after the completion of an initial Business Combination.


 




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(c) Notwithstanding the provisions
set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and Public Shares underlying
the Private Placement Warrants are permitted: (a) to the Company’s officers or directors, any affiliate or family member
of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member of the Sponsor or any of their
affiliates; (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary
of which is a member of such person’s immediate family, 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 such person; (d) in the case of an individual,
pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase
agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the
price at which the shares or warrants were originally purchased; (f) by virtue of the laws of the State of Delaware or our Sponsor’s
limited liability company agreement upon dissolution of our Sponsor; (g) in the event of the Company’s liquidation prior
to the consummation of an initial Business Combination; or (h) in the event that, subsequent to the consummation of an initial
Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in
all of the Company’s shareholders having the right to exchange their Public Shares for cash, securities or other property;
provided, however, that in the case of clauses (a) through (f), these transferees must enter into a written agreement
with the Company agreeing to be bound by the transfer restrictions in this Letter Agreement.


 


(d) During the period commencing
on the effective date of the Underwriting Agreement and ending 180 days after such date, the undersigned shall not, without the
prior written consent of the Representatives, Transfer any Units, Public Shares, Warrants or any other securities convertible into,
or exercisable, or exchangeable for, Public Shares owned by him. The undersigned acknowledges and agrees that, prior to the effective
date of any release or waiver of the restrictions set forth in this paragraph 5, the Company shall announce the impending release
or waiver by press release through a major news service at least two business days before the effective date of the release or
waiver. Any release or waiver granted shall only be effective two business days after the publication date of such press release.
The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration
and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for
the duration that such terms remain in effect at the time of the transfer.


 


6. Remedies. The
undersigned hereby agrees and acknowledges that (i) each of the Underwriters and the Company would be irreparably injured in the
event of a breach by the undersigned of his obligations under paragraphs 3, 4, 5, 7, 10 and 11, (ii) monetary damages may not be
an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any
other remedy that such party may have in law or in equity, in the event of such breach.


  


7. Payments by the Company.
Except as disclosed in the Prospectus, neither the undersigned, nor any affiliate of the undersigned, shall receive from the Company
any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation prior to,
or in connection with any services rendered in order to effectuate the consummation of the Company’s initial Business Combination
(regardless of the type of transaction that it is), other than the following, none of which will be made from the proceeds held
in the Trust Account prior to the completion of the initial Business Combination: repayment of loans and advances of up to an aggregate
of $200,000 made to the Company by the Sponsor to cover expenses related to the organization of the Company and the Public Offering;
payment to an affiliate of our Sponsor for office space, secretarial and administrative services in an amount not to exceed $15,000
per month; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial
Business Combination; and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made
by our Sponsor, an affiliate of our Sponsor or certain of the Company’s officers and directors to finance transaction costs
in connection with an intended initial Business Combination; provided, that, if the Company does not consummate an initial
Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay such
loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be
convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender.
Such warrants would be identical to the Private Placement Warrants.


 


8. Director and Officer
Liability Insurance. The Company will maintain an insurance policy or policies providing directors’ and officers’
liability insurance, and the undersigned shall be covered by such policy or policies, in accordance with its or their terms, to
the maximum extent of the coverage available for any of the Company’s directors or officers.


 


9. Termination.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the liquidation
of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public
Offering is not consummated and closed by December 31, 2018.


  




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


 


11. Assignment.
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on the undersigned and his successors, heirs, personal representatives and assigns and permitted transferees.


 


12. Counterparts.
This Letter 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.


 


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


 


14. Severability.
This Letter 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 Letter 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 Letter
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


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


 


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


 


[Signature Page Follows]


 




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	Sincerely,
	 	 
	 	/s/ James A. Graf
	 	James A. Graf


 


	Acknowledged and Agreed:	 
	 	 
	PLATINUM EAGLE ACQUISITION CORP.	 
	 	 
	By:	/s/ Eli Baker	 
	 	Name: Eli Baker	 
	 	Title: President, Chief Financial Officer and Secretary	 


 


[Signature Page to Letter Agreement]