GLOBAL EAGLE ENTERTAINMENT INC. and U.S. BANK National Association as Trustee INDENTURE Dated as of February 18, 2015 2.75% Convertible Senior Notes due 2035Indenture • February 19th, 2015 • Global Eagle Entertainment Inc. • Communications services, nec • New York
INDENTURE, dated as of February 18, 2015, between GLOBAL EAGLE ENTERTAINMENT INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
3,300,000 Shares GLOBAL EAGLE ENTERTAINMENT INC. Common Stock ($0.0001 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • February 19th, 2015 • Global Eagle Entertainment Inc. • Communications services, nec • New York
The persons listed in Schedule II hereto (the “Selling Stockholders”), as stockholders of Global Eagle Entertainment Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the several underwriters (the “Underwriters”) listed in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 3,300,000 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value (the “Common Stock”), with each Selling Stockholder selling the number of shares set forth opposite such Selling Stockholder’s name in the column “Total Number of Firm Shares to be Sold” in Schedule II hereto. In addition, at the option of the Underwriters, the Selling Stockholders propose to sell, subject to the terms and conditions stated herein, to the Underwriters up to an additional 495,000 shares of Common Stock (collectively, the “Optional Shares”) with each of the Selling Stockholders selling the number of share
GLOBAL EAGLE ENTERTAINMENT INC. PURCHASE AGREEMENTPurchase Agreement • February 19th, 2015 • Global Eagle Entertainment Inc. • Communications services, nec • New York
Global Eagle Entertainment Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $75,000,000 principal amount of its 2.75% Convertible Senior Notes due 2035 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $7,500,000 principal amount of its 2.75% Convertible Senior Notes due 2035 (the “Option Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such 2.75% Convertible Senior Notes due 2035 granted to the Initial Purchasers in Section 2(a) hereof. The respective amounts of the Underwritten Securities to be so purchased by the several Initial Purchasers are set forth opposite their names on Schedule I hereto.
