ASSET PURCHASE AGREEMENT by and among [GEE ACQUISITION LLC], as Buyer and GLOBAL EAGLE ENTERTAINMENT INC. and THE OTHER SELLERS NAMED HEREIN, as Sellers July [21], 2020Asset Purchase Agreement • July 22nd, 2020 • Global Eagle Entertainment Inc. • Communications services, nec • Delaware
THIS ASSET PURCHASE AGREEMENT, dated as of July [21], 2020 (the “Agreement”), is made and entered into by and among [GEE Acquisition LLC], a Delaware limited liability company (“Buyer”), Global Eagle Entertainment Inc., a Delaware corporation (the “Company”), and those certain Subsidiaries of the Company signatory hereto (collectively with the Company, “Sellers” and each entity individually, a “Seller”). Sellers and Buyer are sometimes referred to collectively herein as the “Parties” and individually as a “Party.” Capitalized terms used herein and not otherwise defined herein have the meanings set forth in Article 1.
TWELFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 22nd, 2020 • Global Eagle Entertainment Inc. • Communications services, nec • New York
This TWELFTH AMENDMENT TO CREDIT AGREEMENT, dated as of July 20, 2020 (this “Amendment”), is entered into by and among GLOBAL EAGLE ENTERTAINMENT INC., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto (the “Guarantors” and, together with the Borrower being collectively referred to as the “Loan Parties”), the Lenders party hereto and CITIBANK, N.A., as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), and is made with reference to the Credit Agreement, dated as of January 6, 2017, as amended by the First Amendment and Limited Waiver to Credit Agreement, dated as of May 4, 2017, the Amendment to First Amendment and Limited Waiver to Credit Agreement and Second Amendment to Credit Agreement, dated as of June 29, 2017, the Third Amendment to Limited Waiver to Credit Agreement and Third Amendment to Credit Agreement, dated as of October 2, 2017, the Fourth
