Global Eagle Acquisition Corp. 17,500,000 Units1 Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • March 21st, 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
WARRANT AGREEMENT GLOBAL EAGLE ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant AgentWarrant Agreement • March 21st, 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”).
FORM OF INDEMNITY AGREEMENTIndemnification 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”).
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”).
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...Underwriting Agreement • March 21st, 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...Underwriting Agreement • March 21st, 2011 • Global Eagle Acquisition Corp. • Blank checks
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 21st, 2011 • Global Eagle Acquisition Corp. • Blank checks • New York
This Agreement is made effective as of , 2011 by and between Global Eagle Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Trustee”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • March 21st, 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”).
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • March 21st, 2011 • Global Eagle Acquisition Corp. • Blank checks
This Securities Assignment Agreement (this “Assignment”), dated as of March 21, 2011, is made and entered into by and among Global Eagle Acquisition LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
GLOBAL EAGLE ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCKUnit Certificate • March 21st, 2011 • Global Eagle Acquisition Corp. • Blank checks
Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Global Eagle Acquisition Corp., a Delaware corporation (the “Company”), and one warrant (the “Warrants”). Each Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a “Business Combination”), or (ii) twelve (12) months from the closing of the Company’s initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The Comm
