Exhibit 10.1(c)


 


[_______], 2015


 


Double Eagle Acquisition Corp.


2121 Avenue of the Stars, Suite 2300


Los Angeles, CA 90067


 


Re:   Initial Public
Offering


 


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 Double Eagle Acquisition Corp., a Cayman
Islands exempted company (the “Company”), Deutsche Bank Securities Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as representatives of the several underwriters (the
“Underwriters”), relating to an underwritten initial public offering (the
“Public Offering”), of 46,000,000 of the Company’s units (including up to
6,000,000 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 “Ordinary
Shares”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder
thereof to purchase one-half of one Ordinary Share at a price of $5.75 per half share, subject to adjustment. The Units shall
be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the
“Prospectus”) filed by the Company with the United States Securities and Exchange Commission (the
“Commission”) and the Company shall apply to have the Units listed on the Nasdaq Capital
Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


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


 


1.  The
undersigned agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection
with such proposed Business Combination, he shall vote all Founder Shares and any 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.


 


2.  The
undersigned hereby agrees that in the event that the Company fails to consummate its initial Business Combination within 24 months
from the closing of the Public Offering (or such later period approved by the Company’s shareholders in accordance with the
Company’s amended and restated memorandum and articles of association), the undersigned shall take all reasonable steps in
his capacity as a shareholder 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 10 business days thereafter, redeem 100% of the Ordinary 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 (less up to $100,000 of interest to pay dissolution
expenses) less income taxes payable, divided by the number of then outstanding public shares, which redemption will completely
extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each
case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable
law. The undersigned agrees to not propose any amendment to the Company’s amended and restated memorandum and articles
of association that would affect the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares
if the Company does not complete a Business Combination within 24 months from the closing of the Public Offering unless the Company
provides its public shareholders with the opportunity to redeem their Ordinary 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, less
income taxes payable, divided by the number of then


outstanding public
shares.


 




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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. The undersigned
hereby further waives, with respect to any Ordinary 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 in the context of a tender offer made by the Company to purchase Ordinary Shares (although
the undersigned shall be entitled to redemption and liquidation rights with respect to any Ordinary Shares (other than the Founder
Shares) he holds if the Company fails to consummate a Business Combination within 24 months from the date of the closing of the
Public Offering).


 


3.  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 Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (i) sell, offer to sell, contract or agree to sell,
hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish
or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, with respect
to any Units, Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares
owned by him, her or it, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any Units, Ordinary Shares, Warrants or any securities convertible into, or exercisable,
or exchangeable for, Ordinary Shares owned by him, her or it, whether any such transaction is to be settled by delivery of such
securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction, including the filing of a
registration statement, specified in clause (i) or (ii). The undersigned 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.  To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 6,000,000
Ordinary Shares within 45 days from the date of the Prospectus (as further described in the Prospectus), the undersigned
agrees that he shall  automatically surrender to the Company for no consideration, on a pro rata basis in accordance with
the percentage of Founder Shares held by him, for cancellation at no cost, an aggregate number of Founder Shares equal to
750,000 multiplied by a fraction, (i) the numerator of which is 6,000,000 minus the number of Ordinary Shares purchased by
the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 6,000,000. The
surrender for no consideration will be adjusted to the extent that the over-allotment option is not exercised in full by
the Underwriters so that the pre-offering shareholders will own, on an as-converted basis, an aggregate of 20.0% of
the Company’s issued and outstanding  Capital Shares after the Public Offering. The undersigned further agrees that to
the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Ordinary Shares
or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the
Public Offering in such amount as to maintain the ownership of the pre-offering shareholders prior to the Public Offering, on
an as-converted basis, at 20.0% of its issued and outstanding  Capital Shares upon the consummation of the Public Offering.
In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 6,000,000 in
the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number
equal to 15% of the number of Ordinary Shares included in the Units issued in the Public Offering and (B) the
reference to 750,000 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number
of Founder Shares that the undersigned would have to collectively return to the Company in order to hold, on an as-converted
basis, an aggregate of 10.0% of the Company’s issued and outstanding  Capital Shares after the Public Offering.


 


5.  (a)
The undersigned agrees that he shall not Transfer any Founder Shares until the earlier of (A) one year after the completion of
a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Ordinary 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 a Business Combination, and (B) the date following
the completion of a 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 Ordinary Shares for cash,
securities or other property (the “Founder Shares Lock-up Period”).


 




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


 


(c)
Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants
and Ordinary Shares underlying the Private Placement Warrants are permitted (a) to the Company’s officers or directors, any
affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor or their affiliates,
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 one of the individual’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
the 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 the consummation of a Business Combination at prices no greater than the price at which the
shares were originally purchased; (f) by virtue of the Sponsor’s limited liability company agreement upon dissolution
of the Sponsor; (g) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (h) in
the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion
of a Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted
transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.


  


6.  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 1, 2, 3, 4, 5(a) and 5(b), (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.  The
undersigned has 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.


 


8.  As
used herein, (i) “Business Combination” shall mean a merger, capital 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 Ordinary Shares and the Founder Shares; (iii) “Founder Shares”
shall mean the 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 Ordinary
Shares that will be acquired by the Sponsor and the undersigned for an aggregate purchase price of $8.0 million, or $0.50 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 securities issued in the Public Offering; (vi) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (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).


  


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


 


11.  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.


 


12.  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.


 


13.  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 November 30, 2015, provided further that paragraph
4 of this Letter Agreement shall survive such liquidation.


 


[Signature page
follows]


  




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	 	Sincerely,
	 	 
	 	 
	 	Harry E. Sloan


 


	Acknowledged and Agreed:	 
	 	 
	DOUBLE EAGLE ACQUISITION CORP.	 
	 	 
	By:	 	 
	 	Name: 	 
	 	Title: 	 


  




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