0001144204-11-020428 Sample Contracts

WARRANT AGREEMENT GLOBAL EAGLE ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent
Warrant 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”).

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SECURITIES ESCROW AGREEMENT
Securities 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”).

CONSULTING AGREEMENT
Consulting Agreement • April 6th, 2011 • Global Eagle Acquisition Corp. • Blank checks • California

This Consulting Agreement (the “Agreement”), effective as of ____________, 2011 is entered into by and between Global Eagle Acquisition Corp. (the “Company”) and James A. Graf (the “Consultant”).

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