EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 6th, 2013 • Global Eagle Entertainment Inc. • Blank checks • California
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of January 31, 2013 (the “Effective Date”), by and between Global Eagle Entertainment Inc., a Delaware corporation (the “Company”), and John LaValle (the “Executive”). The Company and the Executive are sometimes hereinafter referred to individually as a “Party” and together as “Parties.”
STRICTLY CONFIDENTIALProgramming and Production Services Agreement • February 6th, 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.
MASTER EQUIPMENT PURCHASE AGREEMENT BETWEEN HUGHES NETWORK SYSTEMS, LLC AND ROW 44, INC. DRAFTMaster Equipment Purchase Agreement • February 6th, 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”).
MASTER SERVICES AGREEMENT BETWEEN HUGHES NETWORK SYSTEMS, LLC AND ROW 44, INC. DRAFTMaster Services Agreement • February 6th, 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”).
SUPPLY AND SERVICES AGREEMENT by and between ROW 44, INC. and SOUTHWEST AIRLINES CO.Supply and Services Agreement • February 6th, 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.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2013 • Global Eagle Entertainment Inc. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2013, by and among Global Eagle Entertainment Inc., a Delaware corporation (the “Company”) and the parties named on the signature pages hereto (collectively referred to hereinafter as the “Holders”).
SYSTEM AND SERVICES AGREEMENT by and between norwegian air shuttle and ROW 44, INC.System and Services Agreement • February 6th, 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 • February 6th, 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”).
WELLINGTON MANAGEMENT COMPANY, LLP Boston, MA 02110 January 31, 2013Merger Agreement • February 6th, 2013 • Global Eagle Entertainment Inc. • Blank checks
Reference is made to that certain Agreement and Plan of Merger and Reorganization, dated as of November 8, 2012, by and among the Global Eagle Acquisition Corp., a Delaware corporation (the “Company”), EAGL Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), Row 44, Inc., a Delaware corporation (“Row 44”), and PAR Investment Partners, L.P., a Delaware limited partnership (“PAR”), in its capacity as stockholders’ agent and for other specific purposes (as it may be amended, the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Row 44, with Row 44 surviving the merger, as a result of which Row 44’s equity holders will be entitled to receive shares of voting common stock of the Company (the “Common Stock”) at the closing thereunder, subject to adjustment and an escrow holdback as described therein (such transaction, the “Merger”).
ESCROW AGREEMENTEscrow Agreement • February 6th, 2013 • Global Eagle Entertainment Inc. • Blank checks • New York
This Escrow Agreement (this “Escrow Agreement”) is made and entered into as of January 31, 2013, by and among Global Eagle Acquisition Corp., a Delaware corporation (the “Company”), Wellington Management Company, LLP, a Massachusetts limited liability partnership (“Wellington”), each of the entities listed on Exhibit B hereto (the “Wellington Investors” and together with Wellington and the Company, sometimes referred to individually as a “Party” or collectively as the “Parties”), and American Stock Transfer & Trust Company LLC (the “Escrow Agent”).
