ASSET PURCHASE AGREEMENT BY AND AMONG GLOBAL EAGLE ENTERTAINMENT INC., GEE CONTENT SERVICES CORPORATION, GEE NEWCO CORPORATION, PMG CALIFORNIA, INC., DTI SOFTWARE FZ-LLC, POST MODERN EDIT, LLC, RICHARD WARREN AND HAMID SAMNANI Dated as of May 8, 2013...Asset Purchase Agreement • July 10th, 2013 • Global Eagle Entertainment Inc. • Communications services, nec • Delaware
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of May 8, 2013, by and among Global Eagle Entertainment, Inc., a Delaware corporation (“GEE”), GEE Content Services Corporation, a Delaware corporation and wholly owned subsidiary of GEE (“Content Services”), GEE Newco Corporation, a Delaware corporation and wholly owned subsidiary of GEE (“Newco”), PMG California, Inc., a Canadian corporation and wholly owned subsidiary of GEE (“PMG California”), DTI Software FZ-LLC, a UAE limited liability company and affiliate of GEE (“DTI Software,” and, collectively with Content Services, Newco, PMG California and GEE, the “Buyer”), Post Modern Edit, LLC, a California limited liability company dba Post Modern Group, LLC (“PMG”), on its own behalf and on behalf of each of the Affiliates of PMG listed on Exhibit A to this Agreement (sometimes collectively with PMG, the “PMG Companies”), Richard Warren, an individual (“Warren”), and Hamid Samnani, an individual (“Samnani” an
GEE Letterhead July 9, 2013Gee Letterhead • July 10th, 2013 • Global Eagle Entertainment Inc. • Communications services, nec
Reference is hereby made to that certain Asset Purchase Agreement dated as of May 8, 2013 (the “Asset Purchase Agreement”), by and among Global Eagle Entertainment, Inc., a Delaware corporation (“GEE”), GEE Content Services Corporation, a Delaware corporation and wholly owned subsidiary of GEE (“Content Services”), GEE Newco Corporation, a Delaware corporation and wholly owned subsidiary of GEE (“Newco”), PMG California, Inc., a Canadian corporation and wholly owned subsidiary of GEE (“PMG California”), DTI Software FZ-LLC, a UAE limited liability company and affiliate of GEE (“DTI Software,” and, collectively with Content Services, Newco, PMG California and GEE, the “Buyer”), Post Modern Edit, LLC, a California limited liability company dba Post Modern Group, LLC (“PMG”), on its own behalf and on behalf of each of the Affiliates of PMG listed on Exhibit A to the Asset Purchase Agreement (sometimes collectively with PMG, the “PMG Companies”), and each of you (“you” or the “Sellers”). A
