Exhibit 10.1


 





[ ], 2020


Flying Eagle Acquisition Corp.


2121 Avenue of the Stars, Suite 2300

Los Angeles, CA 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 Flying Eagle Acquisition Corp., a Delaware corporation (the “Company”), and
Goldman Sachs & Co. LLC and Deutsche Bank Securities Inc., as representatives (the “Representatives”)
of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to the underwritten initial public offering (the “Public Offering”) of 69,000,000
units, including the issuance of 9,000,000 units as a result of the underwriters’ exercise of their over-allotment option
in full (the “Units”), each comprised of one share of the Company’s Class A common stock, par value
$0.0001 per share (the “Class A Common Stock”), and one-fourth of one redeemable warrant. Each whole
warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock
at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units were 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 are listed
on the New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph 9 hereof.


 


For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned member of the board of directors of the Company (the
 “Director”) hereby agrees with the Company as follows:


 


		1.	The Director agrees that if the Company seeks stockholder approval of a proposed Business Combination,
then in connection with such proposed Business Combination, he shall (i) vote any shares of Common Stock (as defined below) owned
by him in favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by him in connection
with such stockholder approval. If the Company seeks to consummate a proposed Business Combination by engaging in a tender offer,
the Director agrees that he will not sell or tender any shares of Common Stock owned by him in connection therewith.



 


		2.	The Director hereby agrees that in the event that the Company fails to consummate a Business Combination
within 24 months from the closing of the Public Offering, or such later period approved by the Company’s stockholders in
accordance with the Company’s amended and restated certificate of incorporation (as it may be amended from time to time,
the “Charter”), the Director shall take all reasonable steps to cause the Company to (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
100% of the shares of Class A Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”),
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), 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 aggregate limit of $1,000,000) (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 all Public Stockholders’
(as defined below) rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders
and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under
Delaware law to provide for claims of creditors and other requirements of applicable law. The Director agrees to not propose any
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 does not complete a Business Combination within the required time period set forth in the Charter or with respect
to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, unless the
Company provides its Public Stockholders with the opportunity to redeem their Offering 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 the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements (subject
to an aggregate limit of $1,000,000) and/or to pay its taxes, divided by the number of then outstanding Offering Shares.



 






    	 	 	 



     


    

 


The Director 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, if any. The Director hereby further
waives, with respect to any shares of Common Stock held by him, if any, any redemption rights he may have in connection with (A)
the consummation of a Business Combination, including, without limitation, any such rights available in the context of a stockholder
vote to approve such Business Combination, or (B) a stockholder 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 a Business
Combination within the time period set forth in the Charter or with respect to any other material provisions relating to stockholders’
rights or pre-initial business combination activity or in the context of a tender offer made by the Company to purchase Offering
Shares (although the Director and his affiliates shall be entitled to redemption and liquidation rights with respect to any Offering
Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter).


 


		3.	During the period commencing on the effective date of the Underwriting Agreement and ending 180
days after such date, the Director shall not, without the prior written consent of the Representatives, (i) sell, offer to sell,
contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly
or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the
rules and regulations of the Commission promulgated thereunder, with respect to, any Units, shares of Common Stock (including,
but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of
Common Stock owned by him, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of
the economic consequences of ownership of any Units, shares of Common Stock (including, but not limited to, Founder Shares), Warrants
or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention
to effect any transaction specified in clause (i) or (ii). The Director acknowledges and agrees that, prior to the effective date
of any release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 5 below, the Company shall announce the
impending release or waiver by press release through a major news service at least two business days before the effective date
of the release or waiver. Any release or waiver granted shall only be effective two business days after the publication date of
such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer
not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement
to the extent and for the duration that such terms remain in effect at the time of the transfer.



 


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



 


		5.	(a)The Director agrees that he shall not Transfer any Founder Shares (or any shares of Class
A Common Stock issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s
initial Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Class A Common Stock
equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business
Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other
similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class
A Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”).



 






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(b) The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or any share of Class A
Common Stock issued or issuable upon the exercise of the Private Placement Warrants), until 30 days after the completion of a
Business Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder
Shares Lock-up Period, the “Lock-up Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement
Warrants and shares of Class A Common Stock issued or issuable upon the exercise or conversion of the Private Placement
Warrants or the Founder Shares that are held by the Director and any of his permitted transferees (that have complied with
this paragraph 5(c)), 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 members of the Sponsor or any of their
affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust,
the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a
charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such
individual; (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 an initial Business Combination at prices no greater than the price at which the securities were originally
purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial Business Combination;
(g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon
dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger, capital stock exchange or other
similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of
Class A Common Stock for cash, securities or other property subsequent to the Company’s completion of an initial
Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted
transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and
the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and
liquidating distributions).


 


		6.	The Director represents and warrants that he 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. The Director’s biographical information furnished to the Company (including any such information included in
the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the Director’s
background. The Director’s questionnaire furnished to the Company is true and accurate in all respects. The Director represents
and warrants that: he 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; he 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 he is not currently a defendant in any such
criminal proceeding.



 






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		7.	Except as disclosed in the Prospectus, the Director shall not receive from the Company any finder’s
fee, reimbursement, consulting fee, non-cash payments, monies in respect of any repayment of a loan or other compensation prior
to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s initial Business
Combination (regardless of the type of transaction that it is), other than the following, none of which will be made from the proceeds
held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan and advances up to an
aggregate of $300,000 made to the Company by the Sponsor; reimbursement payments to an affiliate of the Sponsor for certain office
space, secretarial and administrative services as may be reasonably required by the Company not to exceed a total of $15,000 per
month; reimbursement for any reasonable 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 the Sponsor or an affiliate of the Sponsor or any of the Company’s officers or 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 at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the
Private Placement Warrants, including as to exercise price, exercisability and exercise period.



 


		8.	The Director has full right and power, without violating any agreement to which it is bound (including,
without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this
Letter Agreement and, as applicable, to serve as a director on the board of directors of the Company.



 


		9.	As used herein, (i) “Business Combination” shall mean a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one
or more businesses; (ii) “Common Stock” shall mean the Class A common stock and Class B common stock;
(iii) “Founder Shares” shall mean the 17,250,000 shares of Class B common stock issued and outstanding;
(iv) “Initial Stockholders” shall mean the Sponsor and any director or officer that holds Founder Shares;
(v) “Private Placement Warrants” shall mean the 10,033,333 Warrants that the Sponsor purchased for an
aggregate purchase price of $15,050,000, or $1.50 per Warrant, in a private placement that occurred simultaneously with the consummation
of the Public Offering; (vi) “Public Stockholders” shall mean the holders of securities issued in the
Public Offering; (vii) “Sponsor” shall mean Eagle Equity Partners II, LLC; (viii) “Trust
Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of
the Private Placement Warrants were deposited; (ix) “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 Exchange Act, 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 (x) “Warrants” shall mean the Private Placement Warrants and public warrants.



 


		10.	The Company will maintain an insurance policy or policies providing directors’ and officers’
liability insurance, and each Director 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.



 


		11.	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.



 






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		12.	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 Director and his respective successors, heirs and assigns and permitted transferees.



 


		13.	Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation
other than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition,
stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter
Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives
and assigns and permitted transferees.



 


		14.	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.



 


		15.	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.



 


		16.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of New York. 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.



 


		17.	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.



 


		18.	This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods
or (ii) the liquidation of the Company; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.



 


 


[Signature Page Follows]


  




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	 	Sincerely,
	 	 
	 	DIRECTOR
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	 


 


 


	Acknowledged and Agreed:	 
	 	 
	FLYING EAGLE ACQUISITION CORP.	 
	 	 	 
	By:	 	 
	 	Name: Eli Baker	 
	 	Title:   Chief Financial Officer	 


 


 


 



    	 	[Signature Page to Letter Agreement]