SPONSOR WARRANTS PURCHASE AGREEMENT
Exhibit 10.7
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”).
The
Company intends to consummate a public offering of the Company’s units (the
“Public Offering”), each unit consisting of one share of the Company’s common
stock, par value $0.0001 per share (a “Share”), and one warrant to purchase one
Share at an exercise price of $11.50 per Share. The Purchaser has agreed to
purchase an aggregate of 7,000,000 warrants (the “Sponsor Warrants”), each
Sponsor Warrant entitling the holder to purchase one Share at an exercise price
of $11.50 per Share.
NOW
THEREFORE, in consideration of the mutual promises contained in this Agreement
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby, intending legally
to be bound, agree as follows:
AGREEMENT
Section 1. Authorization, Purchase and Sale;
Terms of the Sponsor Warrants.
A. Authorization of the Sponsor
Warrants. The Company has duly authorized the issuance and sale of the
Sponsor Warrants to the Purchaser.
B. Purchase and Sale of the
Sponsor Warrants. On the date that is one business day prior to the date
of the consummation of the Public Offering or on such earlier time and date as
may be mutually agreed by the Purchaser and the Company (the “Closing Date”),
the Company shall issue and sell to the Purchaser, and the Purchaser shall
purchase from the Company, the Sponsor Warrants at a price of $0.75 per warrant
for an aggregate purchase price of $5,250,000 (the “Purchase Price”), which
shall be paid by wire transfer of immediately available funds to the Company in
accordance with the Company’s wiring instructions. On the Closing Date, upon the
payment by the Purchaser of the Purchase Price by wire transfer of immediately
available funds to the Company, the Company shall deliver a certificate
evidencing the Sponsor Warrants duly registered in the Purchaser’s name to the
Purchaser.
C.
Terms of the Sponsor
Warrants.
(i) Each
Sponsor Warrant shall have the terms set forth in a Warrant Agreement to be
entered into by the Company and a warrant agent, in connection with the Public
Offering (a “Warrant Agreement”).
(ii) Registration Rights:
At the time of the closing of the Public Offering, the Company and the Purchaser
shall enter into a registration rights agreement (the “Registration Rights
Agreement”) pursuant to which the Company will grant certain registration rights
to the Purchaser relating to the Sponsor Warrants and the Shares underlying the
Sponsor Warrants.
Section 2. Representations and Warranties of the
Company. As a material inducement to the Purchaser to enter
into this Agreement and purchase the Sponsor Warrants, the Company hereby
represents and warrants to the Purchaser (which representations and warranties
shall survive the Closing Date) that:
A. Organization and Corporate
Power. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and is qualified to do
business in every jurisdiction in which the failure to so qualify would
reasonably be expected to have a material adverse effect on the financial
condition, operating results or assets of the Company. The Company possesses all
requisite corporate power and authority necessary to carry out the transactions
contemplated by this Agreement and the Warrant Agreement.
B. Authorization; No
Breach.
(i) The
execution, delivery and performance of this Agreement and the Sponsor Warrants
have been duly authorized by the Company as of the Closing Date. This Agreement
constitutes the valid and binding obligation of the Company, enforceable in
accordance with its terms. Upon issuance in accordance with, and payment
pursuant to, the terms of the Warrant Agreement and this Agreement, the Sponsor
Warrants will constitute valid and binding obligations of the Company,
enforceable in accordance with their terms as of the Closing Date.
(ii) The
execution and delivery by the Company of this Agreement and the Sponsor
Warrants, the issuance and sale of the Sponsor Warrants, the issuance of the
Shares of common stock upon exercise of the Sponsor Warrants and the fulfillment
of and compliance with the respective terms hereof and thereof by the Company,
do not and will not as of the Closing Date (a) conflict with or result in a
breach of the terms, conditions or provisions of, (b) constitute a default
under, (c) result in the creation of any lien, security interest, charge or
encumbrance upon the Company’s capital stock or assets under, (d) result in
a violation of, or (e) require any authorization, consent, approval,
exemption or other action by or notice or declaration to, or filing with, any
court or administrative or governmental body or agency pursuant to the
Certificate of Incorporation of the Company or the By Laws of the Company, or
any material law, statute, rule or regulation to which the Company is subject,
or any agreement, order, judgment or decree to which the Company is subject,
except for any filings required after the date hereof under federal or state
securities laws.
C. Title to Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and
the Warrant Agreement, the Shares issuable upon exercise of the Sponsor Warrants
will be duly and validly issued, fully paid and nonassessable. Upon issuance in
accordance with, and payment pursuant to, the terms hereof and the Warrant
Agreement, the Purchaser will have good title to the Sponsor Warrants and the
Shares issuable upon exercise of such Sponsor Warrants, free and clear of all
liens, claims and encumbrances of any kind, other than (i) transfer
restrictions hereunder and under the other agreements contemplated hereby, (ii)
transfer restrictions under federal and state securities laws, and
(iii) liens, claims or encumbrances imposed due to the actions of the
Purchaser.
D. Governmental
Consents. No permit, consent, approval or authorization of, or
declaration to or filing with, any governmental authority is required in
connection with the execution, delivery and performance by the Company of this
Agreement or the consummation by the Company of any other transactions
contemplated hereby.
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Section 3. Representations and Warranties of the
Purchaser. As a material inducement to the Company to enter
into this Agreement and issue and sell the Sponsor Warrants to the Purchaser,
the Purchaser hereby represents and warrants to the Company (which
representations and warranties shall survive the Closing Date)
that:
A. Organization and Requisite
Authority. The Purchaser possesses all requisite power and authority
necessary to carry out the transactions contemplated by this
Agreement.
B. Authorization; No
Breach.
(i) This
Agreement constitutes a valid and binding obligation of the Purchaser,
enforceable in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other laws of general
applicability relating to or affecting creditors’ rights and to general
equitable principles (whether considered in a proceeding in equity or
law).
(ii) The
execution and delivery by the Purchaser of this Agreement and the fulfillment of
and compliance with the terms hereof by the Purchaser does not and shall not as
of the Closing Date conflict with or result in a breach by the Purchaser of the
terms, conditions or provisions of any agreement, instrument, order, judgment or
decree to which the Purchaser is subject.
C. Investment
Representations.
(i)
The Purchaser is acquiring the Sponsor Warrants and,
upon exercise of the Sponsor Warrants, the Shares issuable upon such exercise
(collectively, the “Securities”) for its own account, for investment purposes
only and not with a view towards, or for resale in connection with, any public
sale or distribution thereof.
(ii)
The Purchaser is an “accredited investor” as such term is defined in
Rule 501(a)(3) of Regulation D.
(iii)
The Purchaser understands that the Securities are being offered and will be sold
to it in reliance on specific exemptions from the registration requirements of
the United States federal and state securities laws and that the Company is
relying upon the truth and accuracy of, and the Purchaser’s compliance with, the
representations and warranties of the Purchaser set forth herein in order to
determine the availability of such exemptions and the eligibility of the
Purchaser to acquire such Securities.
(iv) The
Purchaser decided to enter into this Agreement as a result of any general
solicitation or general advertising within the meaning of Rule 502(c) under the
Securities Act of 1933, as amended (the “Securities Act”).
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(v) The
Purchaser has been furnished with all materials relating to the business,
finances and operations of the Company and materials relating to the offer and
sale of the Securities which have been requested by the Purchaser. The Purchaser
has been afforded the opportunity to ask questions of the executive officers and
directors of the Company. The Purchaser understands that its investment in the
Securities involves a high degree of risk and it has sought such accounting,
legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the
Securities.
(vi) The
Purchaser understands that no United States federal or state agency or any other
government or governmental agency has passed on or made any recommendation or
endorsement of the Securities or the fairness or suitability of the investment
in the Securities by the Purchaser nor have such authorities passed upon or
endorsed the merits of the offering of the Securities.
(vii) The
Purchaser understands that: (a) the Securities have not been and are not
being registered under the Securities Act or any state securities laws, and may
not be offered for sale, sold, assigned or transferred unless
(1) subsequently registered thereunder or (2) sold in reliance on an
exemption therefrom; and (b) except as specifically set forth in the
Registration Rights Agreement, neither the Company nor any other person is under
any obligation to register the Securities under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption
thereunder. In this regard, the Purchaser understands that the Securities and
Exchange Commission has taken the position that promoters or affiliates of a
blank check company and their transferees, both before and after a Business
Combination, are deemed to be “underwriters” under the Securities Act when
reselling the securities of a blank check company. Based on that position,
Rule 144 adopted pursuant to the Securities Act would not be available for
resale transactions of the Securities despite technical compliance with the
requirements of such Rule, and the Securities can be resold only through a
registered offering or in reliance upon another exemption from the registration
requirements of the Securities Act.
(viii) The
Purchaser has such knowledge and experience in financial and business matters,
know of the high degree of risk associated with investments in the securities of
companies in the development stage such as the Company, are capable of
evaluating the merits and risks of an investment in the Securities and are able
to bear the economic risk of an investment in the Securities in the amount
contemplated hereunder for an indefinite period of time. The Purchaser has
adequate means of providing for their current financial needs and contingencies
and will have no current or anticipated future needs for liquidity which would
be jeopardized by the investment in the Securities. The Purchaser can afford a
complete loss of their investments in the Securities.
Section 4. Conditions of the Purchaser’s
Obligations. The obligation of the Purchaser to purchase and
pay for the Sponsor Warrants is subject to the fulfillment, on or before the
Closing Date, of each of the following conditions:
A. Representations and
Warranties. The representations and warranties of the Company contained
in Section 2 shall be true and correct at and as of the Closing Date as
though then made.
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B. Performance. The
Company shall have performed and complied with all agreements, obligations and
conditions contained in this Agreement that are required to be performed or
complied with by it on or before the Closing Date.
C. No Injunction. No
litigation, statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by or in
any court or governmental authority of competent jurisdiction or any
self-regulatory organization having authority over the matters contemplated
hereby, which prohibits the consummation of any of the transactions contemplated
by this Agreement or the Warrant Agreement.
D. Warrant Agreement.
The Company shall have entered into a Warrant Agreement with a warrant agent on
terms satisfactory to the Purchaser.
Section 5. Conditions of the Company’s
Obligations. The obligations of the Company to the Purchaser
under this Agreement are subject to the fulfillment, on or before the Closing
Date, of each of the following conditions:
A. Representations and
Warranties. The representations and warranties of the Purchaser contained
in Section 3 shall be true and correct at and as of the Closing Date as
though then made.
B. Performance. The
Purchaser shall have performed and complied with all agreements, obligations and
conditions contained in this Agreement that are required to be performed or
complied with by the Purchaser on or before the Closing Date.
C. Corporate Consents.
The Company shall have obtained the consent of its Board of Directors
authorizing the execution, delivery and performance of this Agreement and the
Warrant Agreement and the issuance and sale of the Sponsor Warrants
hereunder.
D. No Injunction. No
litigation, statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by or in
any court or governmental authority of competent jurisdiction or any
self-regulatory organization having authority over the matters contemplated
hereby, which prohibits the consummation of any of the transactions contemplated
by this Agreement or the Warrant Agreement.
E. Warrant Agreement.
The Company shall have entered into a Warrant Agreement with a warrant agent on
terms satisfactory to the Company.
Section 6. Termination. This Agreement
may be terminated at any time after September 30, 2011 upon the election by
either the Company or Purchaser entitled to purchase a majority of the Sponsor
Warrants upon written notice to the other party if the closing of the Public
Offering does not occur prior to such date.
Section 7. Survival of Representations and
Warranties. All of the representations and warranties
contained herein shall survive the Closing Date.
Section 8. Definitions. Terms
used but not otherwise defined in this Agreement shall have the meaning assigned
to such terms in the Registration Statement.
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Section 9. Miscellaneous.
A. Successors and
Assigns. Except as otherwise expressly provided herein, all covenants and
agreements contained in this Agreement by or on behalf of any of the parties
hereto shall bind and inure to the benefit of the respective successors of the
parties hereto whether so expressed or not. Notwithstanding the foregoing or
anything to the contrary herein, the parties may not assign this Agreement,
other than assignments by the Purchaser to affiliates thereof (including,
without limitation one or more of its members).
B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law,
such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement.
C. Counterparts. This
Agreement may be executed simultaneously in two or more counterparts, none of
which need contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same
agreement.
D. Descriptive Headings;
Interpretation. The descriptive headings of this Agreement are inserted
for convenience only and do not constitute a substantive part of this Agreement.
The use of the word “including” in this Agreement shall be by way of example
rather than by limitation.
E. Governing Law. This
Agreement shall be deemed to be a contract made under the laws of the State of
Delaware and for all purposes shall be construed in accordance with the internal
laws of the State of Delaware.
F. Amendments. This
letter agreement may not be amended, modified or waived as to any particular
provision, except by a written instrument executed by all parties
hereto.
[Signature
page follows]
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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement.
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COMPANY:
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GLOBAL EAGLE ACQUISITION
CORP.
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By:
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/s/ Xxxxx X. Xxxx
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Name:
Xxxxx X. Xxxx
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Title:
Vice President
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PURCHASER:
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GLOBAL
EAGLE ACQUISITION LLC
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By:
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/s/ Xxxxx X. Xxxx
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Name:
Xxxxx X. Xxxx
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Title:
Vice President
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