NON-COMPETITION
AGREEMENT


 


THIS NON-COMPETITION
AGREEMENT (this “Agreement”) is dated as of October 2, 2013 and entered into by and between Louis Bélanger-Martin,
an individual (collectively, “Executive”), and Global Eagle Entertainment Inc., a Delaware corporation
(the “Company”). Executive and Company shall sometimes be referred to in this Agreement, individually,
as a “party,” and, collectively, as the “parties.”


 


RECITALS


 


A.          Executive
served as the Chief Executive Officer of Advanced Inflight Alliance AG, a German corporation and majority owned subsidiary of the
Company (“AIA”), pursuant to the terms of that certain Executive Employment Agreement dated December
21, 2012 by and between Executive and AIA (the “Employment Agreement”).


 


B.           Executive
and the Company entered into that certain Consulting Agreement and Mutual General Release dated as of an even date herewith (the
“Consulting and Release Agreement”) setting forth certain rights and duties of the parties in connection
with Executive’s voluntary termination of his Employment Agreement, effective on August 31, 2013.


 


C.           The
Company is in the business of providing inflight entertainment content, connectivity and services to airlines worldwide (the “Business”).
Pursuant to the terms of the Employment Agreement, Executive previously agreed not to compete with the business of AIA, as further
set forth therein. In connection with the Consulting Agreement and Release, Executive has agreed not to compete with the Business
on the terms and subject to the conditions set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, for good
and valuable consideration, the adequacy and receipt of which are hereby expressly acknowledged, each of the parties hereto, intending
to be legally bound, agrees as follows:


 


1.           Non-Competition.


 


(a) Term; Geographic
Area. The term of this Agreement shall be deemed to have commenced as of August 31, 2013 and shall extend for a period equal
to the later to occur of (a) December 31, 2015 and (b) six (6) months from the date of termination of Executive’s services
as a member of the Board of Directors of the Company (the “Restrictive Period”). The parties acknowledge
and agree that the Company and its affiliates, including without limitation, AIA, have operated the Business throughout the world
(the “Territory”). In that regard, the parties agree that the restrictions on Executive’s ability
to compete against the Company set forth herein should extend throughout such Territory.


 




    	 



    	 



    

 


(b) Non-Competition.
Executive acknowledges and agrees that, during the Restrictive Period, he shall not directly or indirectly own any interest in,
manage, control, participate in (whether as an officer, director, employee, partner, member, stockholder, consultant, agent, representative
or otherwise), render services for, accept compensation from, or in any other manner engage in any business (including any new
business started by him, either alone or with others) that competes with the Business in the Territory. Notwithstanding the foregoing,
nothing herein shall prohibit Executive from being an owner of not more than 2% of the outstanding securities of any class of an
entity which is publicly traded, so long as Executive has no active participation in the business of such entity.


 


(c) Non-Solicitation
of Customers or Relationships. During the Restrictive Period, Executive shall not contact or solicit any customers, suppliers,
vendors, licensees, licensors or other persons who have a business relationship with the Company (each, an “Existing
Business Relationship”) for the purpose of (i) diverting any existing or future business of such Existing Business
Relationship from the Company, (ii) causing, inviting or encouraging any such Existing Business Relationship to alter or terminate
his, her or its business relationship with the Company or (iii) interfering with any aspect of the relationship between any such
Existing Business Relationship and the Company (including, without limitation, making any negative statements or communications
about the Company or any of its officers, directors, employees or affiliates to any person connected with such Existing Business
Relationship).


 


(d) Non-Solicitation
of Employees. During the Restrictive Period, Executive shall not (and shall not attempt to) solicit, invite, induce or encourage,
directly or indirectly, on his own behalf or on behalf of any other business or entity, any employee or consultant of the Company
or any of its affiliates to alter or terminate his, her or its employment or consulting relationship with the Company.


 


(e) Rights of the
Company. Executive acknowledges and agrees that the Company would suffer irreparable harm from a breach of any of the covenants
or agreements contained in this Agreement. In the event of an alleged or threatened breach by Executive of any of the provisions
hereof, the Company or its successors or assigns may, in addition to all other rights and remedies existing in its favor, apply
to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent
any violations of the provisions hereof, in each case without the requirement of posting a bond or proving actual damages, and
the Restrictive Period will be tolled with respect to such provision until such alleged breach or violation is resolved. Executive
agrees that the restrictions in this Agreement are reasonable protections under the circumstances of his voluntary departure from
AIA and in connection with the compensation and benefits that he received or will receive under the Consulting and Release Agreement.
If, at the time of enforcement of any of the provisions of this Agreement, a court holds that the restrictions stated herein are
unreasonable under the circumstances then existing, Executive agrees that the maximum period, scope or geographical area reasonable
under such circumstances will be substituted for the stated period, scope or area.


 


2.           Successors
And Assigns. It is expressly understood and agreed by Executive that this Agreement and all of its terms shall be binding upon
his representatives, heirs, executors, administrators, successors and assigns, and inures to the benefit of each of the Company’s
current, former, and future corporate parents, subsidiaries, related entities, affiliates, employee benefit plans, and related
entities or corporations and their past and present officers, directors, shareholders, creditors, fiduciaries, agents, employees,
partners, attorneys, representatives, promoters, heirs, predecessors, successors, and assigns.



 




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3.           Governing
Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction
other than the State of New York. 


 


4.           Waiver
of Jury Trial. EACH OF PARTY HEREBY KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY COURSE OF
CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY SUCH PARTY IN CONNECTION HEREWITH. EXECUTIVE
EXPRESSLY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE COMPANY TO ENTER INTO THIS AGREEMENT.


 


5.           Entire
Agreement. This Agreement, the Consulting and Release Agreement and the agreements contemplated hereby and thereby, (a) are
a final, complete, and exclusive statement of the agreement and understanding of the parties with respect of the subject matter
hereof and thereof and the transactions contemplated hereby and thereby, (b) collectively constitute the entire agreement of the
parties with respect to the subject matter hereof and thereof and the transactions contemplated hereby and thereby and (c) supersede
and merge herein and therein any prior negotiations, discussions, representations, understandings, and agreements between any of
the parties, whether oral or written, with respect to the subject matter hereof and thereof and the transactions contemplated hereby
and thereby, including without limitation, that certain term sheet dated as August 22, 2013 by and between the Company and Executive.


 


6.            Counterparts.
Each party is permitted to execute this Agreement in one or more counterparts, each of which will be deemed an original
and all of which taken together will constitute one and the same instrument. Each party is permitted to deliver this Agreement
to the other party by means of delivery of one or more counterpart signature pages via facsimile or an attachment to an email in
portable document format (.pdf). Any photographic copy, photocopy, or similar reproduction of this Agreement, any electronic file
of this Agreement in portable document format (.pdf), or any copy of this Agreement delivered by facsimile transmission, in each
case with all signatures reproduced on one or more sets of signature pages, will be considered as if it were manually executed.


 




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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement on the date first written above.


 


	 	EXECUTIVE
	 	 
	 	
        Louis Bélanger-Martin

         

	 	By:	/s/ Louis Bélanger-Martin
	 	 	 
	 	COMPANY
	 	 
	 	Global Eagle Entertainment Inc.
	 	 
	 	By:	/s/ John La Valle
	 		John La Valle, Chief Executive Officer


 








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