0001144204-13-055957 Sample Contracts

SALE AND PURCHASE AGREEMENT relating to the entire issued share capital of
Sale and Purchase Agreement • October 21st, 2013 • Global Eagle Entertainment Inc. • Communications services, nec

The Sellers have agreed to sell (for the consideration set opposite their names in schedule 1) and the Buyer has (in reliance upon the warranties made in this agreement) agreed to buy all of the issued share capital of Travel Entertainment Group Equity Limited which is a private company limited by shares incorporated in England and Wales, further details of which are set out in part A of schedule 2.

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AMENDMENT NO. 1 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 21st, 2013 • Global Eagle Entertainment Inc. • Communications services, nec

This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Amendment”) is entered into on October 21, 2013, by and between 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”).

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • October 21st, 2013 • Global Eagle Entertainment Inc. • Communications services, nec • Delaware

This Convertible Note Purchase Agreement (this “Agreement”), is entered into on October 21, 2013, between Global Eagle Entertainment Inc., a Delaware corporation (the “Company”), and PAR Investment Partners, L.P., a Delaware limited partnership (the “Purchaser”).

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • October 21st, 2013 • Global Eagle Entertainment Inc. • Communications services, nec • Delaware

This Common Stock Purchase Agreement (this “Agreement”), is entered into on October 18, 2013, between Global Eagle Entertainment Inc., a Delaware corporation (the “Company”), and Putnam Equity Spectrum Fund, a series of Putnam Funds Trust, a Massachusetts business trust (the “Purchaser”).

AGREEMENT
Agreement • October 21st, 2013 • Global Eagle Entertainment Inc. • Communications services, nec • Delaware

This AGREEMENT (the “Agreement”) is made and entered into as of October 21, 2013, by and between Global Eagle Entertainment Inc., a Delaware corporation (the “Company”), and PAR Investment Partners, L.P., a Delaware limited partnership (together with its affiliates, the “Holder”).

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