Exhibit 10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made
effective as of [____________], 2013 by and between Silver Eagle Acquisition Corp., a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-189498 (the “Registration Statement”) and prospectus (the
“Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
and one warrant, each warrant entitling the holder thereof to purchase one-half of one share
of Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been declared
effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company
has entered into an Underwriting Agreement with Deutsche Bank Securities Inc. as representative of the several underwriters (the
“Underwriters”) named therein (the “Underwriting Agreement”); and


 


WHEREAS, as described
in the Registration Statement, $250,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as
defined in the Underwriting Agreement) (or $287,500,000 if the Underwriters’ over-allotment option is exercised in full)
will be delivered to the Trustee to be deposited and held in a segregated trust account located in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Company’s Common Stock included in the Units
issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned
thereon) is referred to herein as the “Property,” the stockholders for whose benefit the Trustee
shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders
and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to
the Underwriting Agreement, a portion of the Property equal to $8,750,000, or $10,062,500 if the underwriters’ over-allotment
option is exercised in full is attributable to deferred underwriting discounts and commissions that may be payable by the Company
to the underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


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


 


NOW THEREFORE, IT IS
AGREED:


 


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


 


(a)          Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by
the Trustee at JP Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory
to the Company;


 




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


 


(c)          In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days or less,
or in money market funds meeting the conditions of paragraphs (c)(2), (c)(3), (c)(4) and (c)(5) of Rule 2a-7 promulgated under
the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined
by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the
Company’s instructions hereunder;


 


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


 


(e)          Promptly
notify the Company and Deutsche Bank Securities Inc. of all communications received by the Trustee with respect to any Property
requiring action by the Company;


 


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


 


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


 


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


 


(i)          Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either
Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Chairman of
the board of directors (the “Board”) or other authorized officer of the Company, and complete the liquidation
of the Trust Account and distribute the Property in the Trust Account (less up to $100,000 of interest that may be released to
the Company to pay dissolution expenses) less franchise and income tax payable, only as directed in the Termination Letter and
the other documents referred to therein, or (y) [_____________]1, if a Termination Letter has not been received
by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth
in the Termination Letter attached as Exhibit B and the Property in the Trust Account (less up to $100,000 of interest that may
be released to the Company to pay dissolution expenses) less franchise and income tax payable, shall be distributed to the Public
Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form
substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such
Termination Letter by [____________]2, the Trustee shall keep the Trust Account open until twelve (12) months following
the date the Property has been distributed to the Public Stockholders.


 


 



 


1 Insert
date that is 21 months from the closing of the Offering, or 24 months from the closing of the Offering if the Company has executed
a letter of intent, agreement in principle or definitive agreement for an initial business combination before the 21-month period
ends.


 


2 Insert
date that is 21 months from the closing of the Offering, or 24 months from the closing of the Offering if the Company has executed
a letter of intent, agreement in principle or definitive agreement for an initial business combination before the 21-month period
ends.





 




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


 


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


 


(l)          Within
four (4) business days after the underwriters exercice the overallotment option (or any unexercised portion thereof) or such over-allotment
expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount which shall in no event be less
than $8,750,000.


 


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


 


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


 




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


 


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


 


(d)          In
connection with any vote of the Company’s stockholders regarding 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”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder
meeting verifying the vote of such stockholders regarding such Business Combination;


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


5.          Termination.
This Agreement shall terminate as follows:


 


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


 


(b)          At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof (which section may not be amended under any circumstances) and distributed the Property in accordance with
the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


6.          Miscellaneous.


 


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


 




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(b)          This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(c)          This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Section 1(i) hereof (which section may not be amended under any circumstances), this Agreement or any provision hereof
may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties
hereto.


 


(d)          This
Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent of
the Stockholders; provided, however, that no such change, amendment or modification may be made to Section 1(i) hereof (which section
may not be amended under any circumstances), it being the specific intention of the parties hereto that each of the Company’s
stockholders is, and shall be, a third party beneficiary of this Section 6(d) with the same right and power to enforce this Section
6(d) as the other parties hereto. For purposes of this Section 6(d), the “Consent of the Stockholders”
means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that either
(i) the Company’s stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware
General Corporation Law, as amended (“DGCL”), who hold sixty-five percent (65%) or more of all
then outstanding shares of the Common Stock, have voted in favor of such change, amendment or modification, or (ii) the Company’s
stockholders of record as of the record date who hold sixty-five percent (65%) or more of all then outstanding shares of the Common
Stock, have delivered to such entity a signed writing approving such change, amendment or modification. Except for any liability
arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification
from the inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposes
amendment in reliance thereon.


 


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


 


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


 



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	if to the Trustee, to:
	 
	Continental Stock Transfer & Trust Company
	17 Battery Place
	New York, New York 10004
	Attn: Steven G. Nelson or Frank Di Paolo
	Fax No.: (212) 509-5150
	 
	if to the Company, to:
	 
	Silver Eagle Acquisition Corp.
	1450 2nd Street, Suite 247
	Santa Monica, California 90401
	Attn: James A. Graf
	Fax No.: (866) 249-5848
	 
	in each case, with copies to:
	 
	McDermott Will & Emery LLP
	340 Madison Avenue
	New York, New York 10173
	Attn: Joel L. Rubinstein
	Fax No.: (212) 547-5444
	 
	and
	 
	Deutsche Bank Securities Inc.
	60 Wall Street
	New York, NY 10005
	Attn.: Ravi Raghunathan and Gordon Glogau
	Fax No.: (646) 666-3375
	 
	and
	 
	Akin Gump Strauss Hauer & Feld LLP
	One Bryant Park
	New York, New York 10036
	Attn: Bruce S. Mendelsohn, Esq.
	Fax No.: (212) 872-1002


 


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


 




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(h)          Each
of the Company and the Trustee hereby acknowledges and agrees that Deutsche Bank Securities Inc., on behalf of the Underwriters,
is a third party beneficiary of this Agreement.


 


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


 


[Signature Page Follows]


 




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


 


	 	Continental Stock Transfer & Trust Company, as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Silver Eagle Acquisition Corp.
	 	 	 
	 	By: 	 
	 	 	Name: James A. Graf
	 	 	Title: Vice President, Chief Financial Officer, 

Treasurer and Secretary


 


[Signature Page to Investment Management Trust Agreement]


 




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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	 	 	 	 	 	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	1,500	 
	 	 	 	 	 	 	 
	Trustee administration fee	 	Payable annually. First year fee payable,at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	8,000	 
	 	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	 	$	250	 
	 	 	 	 	 	 	 
	Paying Agent services as required pursuant to section 1(i)	 	Billed to Company upon delivery of service pursuant to section 1(i)	 	 	Prevailing rates	 



 




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EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


	Continental Stock Transfer & Trust Company
	17 Battery Place
	New York, New York 10004
	Attn: Steven G. Nelson or Frank Di Paolo


 


Re:          Trust Account No.       Termination
Letter


 


Gentlemen:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between Silver Eagle Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [___________], 2013 (“Trust
Agreement”), this is to advise you that the Company has entered into an agreement with ___________ (“Target
Business”) to consummate a business combination with Target Business (“Business Combination”)
on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date of
the consummation of the Business Combination (“Consummation Date”). Capitalized terms used
but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert
date], and to transfer the proceeds into the trust checking account at JP Morgan Chase Bank, N.A. to the effect that, on
the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts
that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the
trust checking account at JP Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On the Consummation
Date (i) counsel for the Company shall deliver to you written notification that the Business Combination is in the process of being
consummated (the “Notification”) and (ii) the Company shall deliver to you a written instruction signed
by the Company and Deutsche Bank Securities Inc. with respect to the transfer of the funds held in the Trust Account for payment
of the Deferred Discount (the “Instruction Letter”). You are hereby directed and authorized to transfer
the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance
with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by
the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to
whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution
of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account,
your obligations under the Trust Agreement shall be terminated.


 




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


 


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


 


cc: Deutsche Bank Securities Inc.


 




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EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


	Continental Stock Transfer & Trust Company
	17 Battery Place
	New York, New York 10004
	Attn: Steven G. Nelson or Frank Di Paolo


 


Re:          Trust Account No.       Termination
Letter


 


Gentlemen:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between Silver Eagle Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [_________], 2013 (“Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target
Business (“Business Combination”) within the time frame specified in the Company’s Amended and
Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms
used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ____________,
20___ and to transfer the total proceeds into the trust checking account at JP Morgan Chase Bank, N.A. to await distribution to
the Public Stockholders. The Company has selected [_____________]3 as the record date for the purpose of determining
the Public Stockholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record
and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders
in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating
the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in
Section 1(j) of the Trust Agreement.


 


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


 


cc: Deutsche Bank Securities Inc.


 


 



 


3 Insert date that is 21 months from the closing
of the Offering, or 24 months from the closing of the Offering if the Company has executed a letter of intent, agreement in principle
or definitive agreement for an initial business combination before the 21-month period ends.


 




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EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Cynthia Jordan, Vice President


 


Re:          Trust Account No.       Tax
Payment Withdrawal Instruction


 


Gentlemen:


 


Pursuant to Section
1(j) of the Investment Management Trust Agreement between Silver Eagle Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [________], 2013 (“Trust
Agreement”), the Company hereby requests that you deliver to the Company $ ___________   of the
principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall
have the meanings set forth in the Trust Agreement.


 


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


 


[WIRE INSTRUCTION INFORMATION]


 


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


 


cc: Deutsche Bank Securities Inc.