WARRANT AGREEMENT GLOBAL EAGLE ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant AgentWarrant Agreement • April 6th, 2011 • Global Eagle Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2011, is by and between Global Eagle Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as warrant agent (the “Warrant Agent”).
Global Eagle Acquisition Corp. 17,500,000 Units1 Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2011 • Global Eagle Acquisition Corp. • Blank checks • New York
Global Eagle Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as sole representative, 17,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,625,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwis
INDEMNITY AGREEMENTIndemnity Agreement • August 9th, 2018 • Global Eagle Entertainment Inc. • Communications services, nec • Delaware
This Indemnity Agreement (this “Agreement”) is made as of [DATE], by and between Global Eagle Entertainment Inc., a Delaware corporation (the “Company”), and [INDIVIDUAL] (“Indemnitee”).
GLOBAL EAGLE ENTERTAINMENT INC. and U.S. BANK National Association as Trustee INDENTURE Dated as of February 18, 2015 2.75% Convertible Senior Notes due 2035Indenture • February 19th, 2015 • Global Eagle Entertainment Inc. • Communications services, nec • New York
INDENTURE, dated as of February 18, 2015, between GLOBAL EAGLE ENTERTAINMENT INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 21st, 2011 • Global Eagle Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2011, by and between GLOBAL EAGLE ACQUISITION CORP., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
GLOBAL EAGLE ENTERTAINMENT INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent Rights Agreement Dated as of March 19, 2020Rights Agreement • March 20th, 2020 • Global Eagle Entertainment Inc. • Communications services, nec • New York
This Rights Agreement, dated as of March 19, 2020 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), between Global Eagle Entertainment Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 15th, 2011 • Global Eagle Acquisition Corp. • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of February 2, 2011 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Global Eagle Acquisition Corp., a Delaware corporation (the “Company”), and Global Eagle Acquisition LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • May 9th, 2012 • Global Eagle Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 8, 2012, by and between GLOBAL EAGLE ACQUISITION CORP., a Delaware corporation (the “Company”), and Cole A. Sirucek (“Indemnitee”).
11,600,000 Shares GLOBAL EAGLE ENTERTAINMENT INC. Common Stock ($0.0001 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • December 18th, 2013 • Global Eagle Entertainment Inc. • Communications services, nec • New York
Global Eagle Entertainment Inc., a Delaware corporation (the “Company”) proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 11,600,000 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 1,740,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.
CREDIT AGREEMENT Dated as of January 6, 2017 among GLOBAL EAGLE ENTERTAINMENT INC., as the Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, CITIBANK, N.A., as Administrative Agent, CITIBANK, N.A., as L/C Issuer, CITIBANK, N.A., as Swing Line...Credit Agreement • January 12th, 2017 • Global Eagle Entertainment Inc. • Communications services, nec • New York
This CREDIT AGREEMENT is entered into as of January 6, 2017, among GLOBAL EAGLE ENTERTAINMENT INC., a Delaware corporation (the “Company”), the Guarantors party hereto from time to time, CITIBANK, N.A., as Administrative Agent, each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), CITIBANK, N.A., as L/C Issuer, and CITIBANK, N.A., as Swing Line Lender.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2011 • Global Eagle Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2011, is made and entered into by and among Global Eagle Acquisition Corp., a Delaware corporation (the “Company”), Global Eagle Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
3,300,000 Shares GLOBAL EAGLE ENTERTAINMENT INC. Common Stock ($0.0001 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • February 19th, 2015 • Global Eagle Entertainment Inc. • Communications services, nec • New York
The persons listed in Schedule II hereto (the “Selling Stockholders”), as stockholders of Global Eagle Entertainment Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the several underwriters (the “Underwriters”) listed in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 3,300,000 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value (the “Common Stock”), with each Selling Stockholder selling the number of shares set forth opposite such Selling Stockholder’s name in the column “Total Number of Firm Shares to be Sold” in Schedule II hereto. In addition, at the option of the Underwriters, the Selling Stockholders propose to sell, subject to the terms and conditions stated herein, to the Underwriters up to an additional 495,000 shares of Common Stock (collectively, the “Optional Shares”) with each of the Selling Stockholders selling the number of share
SECOND LIEN CREDIT AGREEMENT Dated as of July 1, 2015 among EMC ACQUISITION, LLC, as Holdings, EMERGING MARKETS COMMUNICATIONS, LLC, as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, MORGAN STANLEY SENIOR FUNDING, INC., as...Credit Agreement • August 9th, 2016 • Global Eagle Entertainment Inc. • Communications services, nec • New York
This SECOND LIEN CREDIT AGREEMENT is entered into as of July 1, 2015, among EMC ACQUISITION, LLC, a Delaware limited liability company, EMERGING MARKETS COMMUNICATIONS, LLC, a Delaware limited liability company, the Guarantors party hereto from time to time, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
May 10, 2011Letter Agreement • May 11th, 2011 • Global Eagle Acquisition Corp. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Global Eagle Acquisition Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering shall be listed on the Nasdaq Capital Market pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 6 hereof.
May 10, 2011Letter Agreement • May 11th, 2011 • Global Eagle Acquisition Corp. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Global Eagle Acquisition Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “ Public Offering”), of 17,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of the Common Stock (each, a “Warrant”). The Units sold in the Public Offering shall be listed on the Nasdaq Capital Market pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 24th, 2011 • Global Eagle Acquisition Corp. • Blank checks • New York
This Agreement is made effective as of May 12, 2011 by and between Global Eagle Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Trustee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 6th, 2014 • Global Eagle Entertainment Inc. • Communications services, nec • California
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of November 3, 2014 (the “Effective Date”), by and between Global Eagle Entertainment Inc., a Delaware corporation (the “Company”), and Michael Zemetra (the “Executive”). The Company and the Executive are sometimes hereinafter referred to individually as a “Party” and together as “Parties.”
TENDER SUPPORT AGREEMENTTender Support Agreement • August 19th, 2014 • Global Eagle Entertainment Inc. • Communications services, nec • Delaware
This TENDER SUPPORT AGREEMENT (this “Agreement”), dated as of August 13, 2014, is by and among Global Eagle Entertainment Inc., a Delaware corporation (the “Company”) and Jeff Sagansky (the “Warrantholder”).
ContractGlobal Eagle Acquisition Corp. • November 6th, 2012 • Blank checks • Delaware
THIS NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THIS NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
MASTER EQUIPMENT PURCHASE AGREEMENT BETWEEN HUGHES NETWORK SYSTEMS, LLC AND ROW 44, INC. DRAFTMaster Equipment Purchase Agreement • May 16th, 2013 • Global Eagle Entertainment Inc. • Blank checks • Maryland
This Agreement is entered into and made effective as of this _____ day of ___________ 2007, (the “Effective Date”) by and between Row 44, Inc., with offices at 31280 Oak Crest Drive, Suite #5, Westlake Village, CA 91361 (“Customer”), and Hughes Network Systems, L.L.C., having its principal offices at 11717 Exploration Lane, Germantown, MD 20876 (“HNS” or “Hughes”).
AMENDMENT NO. 19 TO MASTER SERVICES AGREEMENTMaster Services Agreement • March 25th, 2014 • Global Eagle Entertainment Inc. • Communications services, nec
This AMENDMENT No. 19 (the “Amendment”) to Master Services Agreement is entered into July 1, 2013 (the “Amendment Effective Date”) by and between Hughes Network Systems, LLC (“HNS”) located at 11717 Exploration Lane, Germantown MD 20876, and Row 44, Inc. (“Row 44” or “Customer”) located at 4353 Park Terrace Drive Westlake Village, CA 91361.
MASTER SERVICES AGREEMENT BETWEEN HUGHES NETWORK SYSTEMS, LLC AND ROW 44, INC. DRAFTMaster Services Agreement • May 16th, 2013 • Global Eagle Entertainment Inc. • Blank checks • Maryland
This Agreement is entered into and made effective as of this _____ day of ___________ 2007, (the “Effective Date”) by and between Row 44, Inc., with offices at 31280 Oak Crest Drive, Suite #5, Westlake Village, CA 91361 (“Customer” or “Row 44”), and Hughes Network Systems, L.L.C., having its principal offices at 11717 Exploration Lane, Germantown, MD 20876 (“HNS”).
ContractAgreement • May 16th, 2013 • Global Eagle Entertainment Inc. • Blank checks • Hong Kong
CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED HAVE BEEN MARKED WITH THREE ASTERISKS [***] AND A FOOTNOTE INDICATING “CONFIDENTIAL TREATMENT REQUESTED”. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTMaster Services Agreement • May 15th, 2018 • Global Eagle Entertainment Inc. • Communications services, nec • Florida
This Master Services Agreement (“Agreement”), dated as of February 14, 2004, (“Effective Date”) is made and entered by and among Wireless Maritime Services, LLC, a Delaware limited liability company (“Company”), AT&T Wireless Services, Inc., Inc., a Delaware corporation (“AWS”), and Maritime Telecommunications Network, Inc. (“MTN”), a Colorado corporation. Capitalized terms used in this Agreement and not otherwise defined herein will have the meanings set forth in Exhibit A hereto. The Parties agree as follows:
JOINDER AGREEMENTJoinder Agreement • August 2nd, 2016 • Global Eagle Entertainment Inc. • Communications services, nec • New York
THIS JOINDER TO FIRST LIEN CREDIT AGREEMENT, GUARANTY, AND CLOSING DATE INTERCREDITOR AGREEMENT, IN EACH CASE AS AND TO THE EXTENT APPLICABLE (this “Joinder”), is executed as of July 27, 2016 by Global Eagle Entertainment Inc., a Delaware corporation (the “Joining Party”), and delivered to Morgan Stanley Senior Funding, Inc., as Administrative Agent, for the benefit of the Secured Parties. Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED HAVE BEEN MARKED WITH THREE ASTERISKS [***] AND A FOOTNOTE INDICATING "CONFIDENTIAL TREATMENT REQUESTED". MATERIAL OMITTED HAS BEEN...Master Services Agreement • September 24th, 2015 • Global Eagle Entertainment Inc. • Communications services, nec • New York
This Master Services Agreement (the “MSA”) is entered into this 24th day of October, 2014 (the “Effective Date”), between the SES Affiliate New Skies Satellites B.V., a Dutch company with offices at Rooseveltplantsoen 4, 2517 KR, The Hague, The Netherlands, and Global Eagle Entertainment, Inc., a Delaware corporation with offices at 4353 Park Terrace Drive, Suite 100, Westlake Village, CA 91361, USA (“Customer”).
GLOBAL EAGLE ENTERTAINMENT INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • December 24th, 2013 • Global Eagle Entertainment Inc. • Communications services, nec • Delaware
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • December 24th, 2013 • Global Eagle Entertainment Inc. • Communications services, nec • Delaware
SUPPLY AND SERVICES AGREEMENT by and between ROW 44, INC. and SOUTHWEST AIRLINES CO.Supply and Services Agreement • May 16th, 2013 • Global Eagle Entertainment Inc. • Blank checks • Delaware
THIS AMENDED AND RESTATED SUPPLY AND SERVICES AGREEMENT (this “Agreement”), effective as of February 1, 2013 (the “Effective Date”), is by and between Row 44, Inc., a Delaware corporation (“Row 44”), and Southwest Airlines Co., a Texas corporation (“Southwest”). Row 44 and Southwest are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. The Parties acknowledge and agree that it is the intention of the Parties to continue operating under the terms of the Supply Agreement (as defined below) and Services Agreement (as defined below) unmodified by this Agreement until the Effective Date in the event this Agreement is executed by both Parties prior to such date.
SECOND LIEN CREDIT AGREEMENT Dated as of July 1, 2015 among EMC ACQUISITION, LLC, as Holdings, EMERGING MARKETS COMMUNICATIONS, LLC, as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, MORGAN STANLEY SENIOR FUNDING, INC., as...Second Lien Credit Agreement • August 2nd, 2016 • Global Eagle Entertainment Inc. • Communications services, nec • New York
This SECOND LIEN CREDIT AGREEMENT is entered into as of July 1, 2015, among EMC ACQUISITION, LLC, a Delaware limited liability company, EMERGING MARKETS COMMUNICATIONS, LLC, a Delaware limited liability company, the Guarantors party hereto from time to time, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
August 9, 2016Global Eagle Entertainment Inc. • August 9th, 2016 • Communications services, nec • California
Global Eagle Entertainment Inc. (the “Company”) is providing you this letter agreement (this Agreement”), which amends and restates your prior Offer of Employment dated September 9, 2013 (the “Original Offer”), on the following terms:
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • April 6th, 2011 • Global Eagle Acquisition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of , 2011 (the “Agreement”) by and among Global Eagle Acquisition Corp., a Delaware corporation (the “Company”), Global Eagle Acquisition LLC, a Delaware limited liability company (the “Sponsor”), James McNamara and Dennis Miller (together with the Sponsor, the “Initial Holders”), and American Stock Transfer & Trust Company, LLC (the “Escrow Agent”).
SYSTEM AND SERVICES AGREEMENT by and between norwegian air shuttle and ROW 44, INC.System and Services Agreement • May 16th, 2013 • Global Eagle Entertainment Inc. • Blank checks • Delaware
THIS SYSTEM AND SERVICES AGREEMENT (this “Agreement”) is made and effective as of this ___ day of January, 2011 (the “Effective Date”) by and between Row 44, Inc., a Delaware corporation (“Row 44”), and Norwegian Air Shuttle, a company incorporated under the laws of Norway (“Customer”). Row 44 and Customer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Terms used herein and not otherwise defined shall have meaning for such terms as set forth in the glossary attached hereto as Appendix A.
CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED HAVE BEEN MARKED WITH THREE ASTERISKS [***] AND A FOOTNOTE INDICATING "CONFIDENTIAL TREATMENT REQUESTED". MATERIAL OMITTED HAS BEEN...Oem Purchase and Development Agreement • May 16th, 2013 • Global Eagle Entertainment Inc. • Blank checks • California
THIS OEM PURCHASE AND DEVELOPMENT AGREEMENT (this "Agreement") is entered into and effective as of October 12, 2009 ("Effective Date") between TECOM Industries, Inc. ("TECOM" or “Seller”), a California corporation located at 375 Conejo Ridge Avenue, Thousand Oaks, California 91361, and Row 44, Inc. (“Row 44” or “Buyer”), a Delaware corporation located at 31280 Oak Crest Drive, Westlake Village, California 91361, (hereinafter, each a “Party” and collectively, the “Parties”).
AMENDMENT NO. 14 TO MASTER SERVICES AGREEMENTConfidential Treatment • May 15th, 2013 • Global Eagle Entertainment Inc. • Blank checks
THIS AMENDMENT No. 14 (the “Amendment”) to Master Services Agreement is entered into February 19, 2013 (the “Amendment Effective Date”) by and between Hughes Network Systems, LLC (“HNS”) located at 11717 Exploration Lane, Germantown MD 20876, and Row 44, Inc. (“Row 44” or “Customer”) located at 4353 Park Terrace Drive, Westlake Village, CA 91361
