Exhibit 10.40


 


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 SERVICES AGREEMENT


 


This Master Services
Agreement (the “MSA”) is entered into this 24th day of October, 2014 (the “Effective Date”), between the
SES Affiliate New Skies Satellites B.V., a Dutch company with offices at Rooseveltplantsoen 4, 2517 KR, The Hague, The Netherlands,
and Global Eagle Entertainment, Inc., a Delaware corporation with offices at 4353 Park Terrace Drive, Suite 100, Westlake Village,
CA 91361, USA (“Customer”).


 


1.            Agreements/Service
Orders.


 


(a)          This
MSA and the Framework Agreement between Customer and SES dated October __, 2014 together establish the terms and conditions that
apply to each Service provided to Customer. Each Service will be described in a Service Order to be executed by Customer and an
SES Affiliate. Each executed Service Order creates an individual “Agreement” between Customer and the SES Affiliate
comprised of the Service Order, the Framework Agreement and the terms and conditions of this MSA. For each Service Order, references
in this MSA and such Service Order to “SES” mean the SES Affiliate that is party to such Service Order. The provision
of Service is subject to availability of the Network Facilities and commercial review and execution by SES of a Service Order executed
by Customer.


 


(b)          Any
ambiguity, inconsistency, or conflict among or between the terms and conditions of this MSA, a Service Order, and the Framework
Agreement (or any attachments, exhibits, and annexes thereto) shall be resolved in the following order of precedence (with (i)
having the highest priority): (i) the relevant Service Order; (ii) the Framework Agreement; and (iii) this MSA.


 


2.           Term.
This MSA remains in effect for the purpose of ordering Service for five (5) years from the Effective Date, and will be automatically
renewed thereafter for successive periods of one (1) year each, unless either Party provides notice to the other Party no later
than thirty (30) Days prior to any such renewal period that it does not wish to renew this MSA. Termination of this MSA will not
affect the performance of obligations of the Parties with respect to Agreements existing prior to such termination date or the
applicability of the terms and conditions set forth in this MSA to such Agreements.


 


3.           Compliance.
The location and operation of the Network Facilities and SES’s ability to perform are subject to all applicable national
and international laws, conventions, rules, regulations, decrees, licenses and authorizations in any applicable jurisdiction. SES
shall at all times maintain the necessary licenses, authorizations, and permits (including those of the U.S. Federal Communications
Commission (“FCC”)) required to operate the Network Facilities operated by SES or a member of the SES Group. An Agreement
will be amended, as determined by SES to reflect changes made by the competent regulatory authority to the licenses or other authorizations
needed to operate the Network Facilities or to applicable national and international laws, conventions, rules, regulations, decrees,
licenses and authorizations in any applicable jurisdiction. To the extent such changes result in an inability to meet the Service
Specifications in an Agreement, then any change to such Agreement is subject to agreement by the Parties, such agreement not to
be unreasonably withheld, conditioned or delayed. Customer shall in all circumstances comply with the Operational Requirements
and all applicable national and international laws, conventions, rules, regulations, decrees, licenses and authorizations, including
any prohibitions or restrictions on Customer’s receipt of Service applicable in any jurisdiction in which Customer uses Service
or in which Service can be received. Customer shall in all circumstances comply with applicable sanctions and export control laws,
conventions, rules, regulations and decrees. For the avoidance of doubt, coverage of a country or territory by the Satellite does
not imply that Service is permissible or authorized to or from earth stations located in a particular country or territory.


 


4.           Permitted
Use. Service is provided solely for Customer’s use for ***
Customer is responsible for all facilities communicating with the Satellite (except for Network Facilities or as otherwise set
forth in the Service Order). Customer shall ensure that its digital transmissions and IFEC solutions comply with all applicable
legal, governmental and regulatory requirements and directions, and license conditions, in effect in any jurisdiction in which
Customer uses Service or in which Service can be received with Customer’s authority, including without limitation restrictions
and requirements as to labeling of content, copyright, hours of availability, encryption, age verification and other restrictions
as to access. On the request of SES at any time, Customer shall promptly provide SES with written certification signed by an authorized
officer of Customer that Customer’s digital transmissions and IFEC solutions comply with this Section 4. Customer shall promptly
provide SES with such details as SES may reasonably request to satisfy SES as to Customer’s compliance with the requirements
of this Section 4 and to enable SES to respond to any request for information made by any governmental or regulatory agency in
relation to Service. Customer shall promptly advise SES of any notice or any written communication received by Customer, or any
agent or representative of Customer, from any governmental or regulatory agency in relation to Service, and provide SES with a
copy of such notice or other written communication and any response by Customer or on Customer’s behalf.


 





 



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5.           Service
Fees/Outage Credits.


 


(a)          Except
for amounts disputed in good faith by Customer, Customer shall make *** Each payment is considered to have been received when SES’s
bank account has been credited with such payment. Any undisputed payment due from Customer (and any disputed payment later determined
to have been correct) that is not received on the date it is due will bear interest at the rate of the lesser of 1.5% per month
or the maximum rate permitted by law, calculated from the date payment was due until the date it is received. If Customer is delinquent
as to payments due under more than one Agreement, then SES is entitled, in its sole discretion, to apply (i) Customer payments
to the outstanding Customer delinquencies due to any member of the SES Group (without regard to any direction made by Customer),
including the application of Customer payments within an individual Agreement, and (ii) Security that may be available in one Agreement
to an outstanding Customer delinquency in another Agreement. A Service Order may include terms under which the Service Fee is subject
to increase based on comparison to a price index or in accordance with a specific schedule.


 


(b)          For
any period during which there is a Confirmed Outage, SES shall apply an Outage Credit.


 


(c)          If
Customer, in good faith and by the due date of the disputed invoice, disputes SES’s computation of the amounts due, Customer
may withhold payment of the disputed amount, but Customer must pay all charges not in dispute by the invoice due date. An amount
is not in dispute until Customer has provided SES with written notice explaining the disputed amount and describing the dispute’s
factual and contractual basis. Customer shall provide to SES written documentation to support its dispute (i) as an attachment
to such written notice, or (ii) in a timely fashion thereafter. Customer and SES will work in good faith to resolve such dispute
within ten (10) days following receipt of Customer’s notice of dispute and required documentation. Upon resolution, disputed
amounts are due and payable no later than during Customer’s next billing cycle.


 


6.           Taxes
and Other Charges. Customer is solely responsible for any Taxes, with the exception of any Taxes imposed on the net income
or property of SES by any country or jurisdiction imposing tax on income from all sources by reason of SES being incorporated in,
or otherwise being considered a resident of, such country or jurisdiction. For the avoidance of doubt, Customer shall pay such
additional amounts to SES as are necessary to make SES whole for the amount of Taxes validly levied or withheld.


 


7.           Termination/Suspension.


 


(a)          An
Agreement may be terminated by either Party on notice to the other Party, if (i) Service experiences a Confirmed Outage or Satellite
Failure and is not restored within fifteen (15) Days, (ii) the Satellite is removed from commercial operation at its Orbital Location,
except when Service is transitioned in accordance with Section 8 within thirty (30) Days of such removal, or (iii) as provided
in the Framework Agreement or a Service Order.


 


(b)          If
Customer (i) fails to pay any undisputed amount when due and fails to remedy such breach within fifteen (15) days after written
notice from SES, (ii) fails to cease any activity in violation of Sections 3 or 4 immediately after receiving telephone, email,
facsimile or other notice from SES, or (iii) commits a material breach of any other obligation under an Agreement and fails to
remedy such breach within thirty (30) days after written notice from SES (except that no cure period applies to a material breach
that is not capable of remedy), then SES may, in its sole discretion, elect to Suspend Service until such failure to pay or breach
is cured or terminate the relevant Agreements.


 


(c)          SES
may, in its sole discretion, Suspend Service if (i) as a result of Customer’s use of Service, there is an imminent and material
risk that any member of the SES Group could be or is indicted or charged as a criminal defendant, or otherwise could become or
becomes the subject of any criminal proceeding or materially adverse investigation or any materially adverse governmental or administrative
proceeding the result of which is likely to be fines, sanctions or non-monetary remedies, provided that any such Suspension is
limited to the portion of the Service to which such imminent risk applies, (ii) as a result of Customer’s use of Service,
there is an imminent risk that any member of the SES Group could become or becomes subject to any other governmental action that
could result in the revocation, suspension or loss of any license, ability or right to provide Service to Customer or capacity
to other customers, provided that any such Suspension is limited to the portion of the Service to which such imminent risk applies,
or (iii) Customer’s transmissions to the Satellite are being “jammed” or otherwise intentionally interfered with
by a third party (governmental or otherwise) and such jamming or interference affects service being provided by SES to third parties
or affects the health of the Network Facilities, provided that any such Suspension is limited to the portion of the Service to
which such jamming or interference applies. SES may continue to Suspend Service under this Subsection 7(c) until any action or
threat of action giving rise to such right is resolved in favor of the member of the SES Group or removed and, in each case, until
assurances are given to SES’s reasonable satisfaction that the matters giving rise to a Suspension will not reoccur. In the
event of a Suspension under this Subsection 7(c), the Parties agree to work together in good faith to resolve the situation giving
rise to the Suspension. If after the 30-day period the Parties fail to resolve or make substantial progress towards resolving the
situation giving rise to the Suspension and there is a likelihood of a material adverse impact on SES, then SES can elect to terminate
any relevant Agreement.


 





 



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(d)          If
an Agreement is terminated pursuant to Subsection 7(b) or Subsection 7(c) then, without prejudice to SES’s other remedies
at law or in equity, Customer shall be liable for the Service Fees due for the remainder of the Service Term, and SES may use the
Service Transponder or provide service on such Service Transponder to whomever SES sees fit, and Customer is not entitled to any
relief (equitable or otherwise) with respect to such use or any refund of any amounts paid to SES. If Customer has paid the Service
Fees for the remaining Service Term, as provided above, then SES shall use commercially reasonable efforts to re-market the terminated
capacity. In the event that SES subsequently reaches an agreement to provide service to a third party utilizing the terminated
capacity during the period Service otherwise would have been provided to Customer, then SES shall remit to Customer any service
fees it actually receives from such third party with respect to such terminated capacity, applicable to such period, up to the
Service Fee paid by Customer for such capacity for such period for which Customer did not receive Service, less (i) any amounts
owed by Customer to SES under the Agreement, (ii) any reasonable costs (including reasonable attorneys’ fees) incurred by
SES in attempting to collect such amounts from Customer, (iii) any other damages incurred by SES in attempting to collect such
amounts from Customer, (iv) any reasonable costs (including reasonable attorneys’ fees) incurred by SES in marketing such
capacity to, or negotiating a service agreement with, third parties, and (v) any costs reasonably incurred by SES in providing
related services and equipment (not provided to Customer) that may be associated with the provision of such service. Nothing herein
shall be deemed to require SES to enter into such a service agreement, if the nature of the third party, the third party’s
proposed use of the service or demand for terms and conditions for service, or other reasonable and appropriate factors, lead SES
to reasonably determine not to enter such a service agreement, nor shall SES be obligated to use the capacity formerly used to
provide Service to Customer ahead of any other capacity that SES may also have available. Customer acknowledges that the
rights of SES (as stated in the immediately preceding sentence) are reasonable under all of the circumstances, constitute liquidated
damages for loss of a bargain, and do not constitute a penalty.


 


(e)          Neither
Party will have any further rights, obligations or liability to the other Party under an Agreement after the termination or expiration
of such Agreement, except for any rights, obligations or liabilities (i) arising prior to such termination or expiration, (ii)
arising as a result of such termination or expiration, (iii) described in the Agreement as surviving such expiration or termination,
or (iv) that logically would be expected to survive termination or expiration (e.g., Section 10). Customer shall cease all
transmissions immediately upon the expiration or termination of an Agreement, unless otherwise agreed in writing by SES. If Customer
fails to cease use of Service immediately upon the expiration or termination of the Agreement, then (without implying any right
of Customer to continue use of Service) SES reserves the right to charge a fee equal to the then-current rate for thirty-day occasional
use Service charged by SES, such payments to continue until Customer’s use ceases.


 


8.           Transition
of Service.


 


(a)          SES
reserves the right to transition Service to (i) a Replacement Satellite, (ii) an Alternative Satellite, (iii) the Satellite at
another orbital location, or (iv) a Collocated Transponder, provided that (A) Service as transitioned will continue to provide
*** to support Service as existing prior to transition,
(B) SES provides Customer with not less than *** advance notice of a planned transition of Service, to the extent reasonably foreseeable,
(C) in the case of a planned transition to an Alternative Satellite, SES provides a reasonable period (not to exceed ***) during
which Service will be available on the Satellite and the Alternative Satellite (unless the Satellite is not available as a result
of service problems), and (D) subject to Customer’s ability to defer such transition due to regulatory restrictions (which
Customer agrees to address in good faith as soon as reasonably practical) any transition of Service occurring pursuant to this
Section 8 shall not take more than *** to complete.


 


(b)          In
the event of a transition of Service, the Replacement Satellite, the Alternative Satellite, the Satellite at another orbital location,
or the Satellite on which the Collocated Transponder is located, as the case may be, will become the Satellite for purposes of
the Agreement and the Service Specifications will be modified accordingly. Customer shall transition Service in accordance with
a transition plan to be provided to Customer by SES and shall follow SES’s instructions with respect to the implementation
of such transition plan.


 


(c)          Notwithstanding
the foregoing, SES understands and acknowledges that Customer’s use of the Service includes the provision of IFEC solutions
to end-user consumers in an onboard, commercial aircraft environment. SES understands and acknowledges the unique nature of this
offering and the importance of providing uninterrupted Service to Customer at all times. As such, SES agrees to use commercially
reasonable efforts to ensure that (i) any transition undertaken pursuant to this Section 8 shall not impair Customer’s intended
use of the Service, and (ii) the Service shall at all times be provided in accordance with the Service Specifications contained
in the relevant Service Order. To the extent that Service is impaired or fails to meet the required Service Specifications as the
result of such transition, Customer shall have the right to terminate the applicable Agreement without further liability or payment,
provided that SES is first given a period of *** to cure the impairment or failure.


 


9.           Force
Majeure. Any failure or delay in the performance by SES of its obligations to provide Service will not be a breach of any
Agreement and will not constitute a failure for purposes of determining whether a Confirmed Outage has occurred, if such failure
or delay results from any act of God, governmental action, or any other circumstance beyond the reasonable control of SES. Notwithstanding
the foregoing, SES shall provide Customer with Outage Credits in circumstances in which SES is unable to perform because of force
majeure conditions, with the exception of force majeure conditions that are attributable to sun outages, meteorological or astronomical
disturbances (including rain fade), or acts or omissions of Customer or its employees, agents or contractors. If force majeure
conditions continue for ***, then either Party may terminate
the relevant Agreement, provided that the right to terminate expires once Service recommences.


 


10.          Liability-Related
Provisions.


 


(a)          SES’s
Reliance. Customer acknowledges that SES has set its prices and entered into each Agreement in reliance on the terms and conditions
of such Agreement, including the limitations and exclusions of liability, the disclaimers of warranties, and Customer’s indemnity
obligations set forth in this MSA, and that the same form an essential basis of the bargain between the Parties.


 





 



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(b)          Disclaimer
of Warranties. SES EXPRESSLY EXCLUDES AND DISCLAIMS ANY AND ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.


 


(c)          Indemnification.
Except in cases of gross negligence or willful misconduct on the part of SES, Customer shall defend and indemnify any and all members
of the SES Group from any and all third party claims, liabilities, losses, costs, and damages (including but not limited to attorneys’
fees and costs, and, to the extent permitted by law, any fines and penalties) arising out of (i) Customer’s use of Service
or the content of material transmitted thereon, including any actual or alleged libel, slander, obscenity, indecency, infringement
of copyright, or breach in the privacy or security of transmissions, (ii) Customer’s violation of its obligations under Sections
3 and 4, (iii) disputes between or among Customer and its transmission recipients or its program, data or other transmission content
suppliers, (iv) any failure by SES to provide Service, or (v) any warranty, representation
or statement Customer may make to a third party in connection with transmissions via Service.


 


(d)          Limitation
of SES’s Liability. THE PARTIES AGREE THAT (i) SES’S SOLE OBLIGATION AND CUSTOMER’S EXCLUSIVE REMEDIES FOR
ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION LIABILITY ARISING FROM NEGLIGENCE) ARISING OUT OF CONFIRMED OUTAGES OR SES’S
FAILURE TO PROVIDE SERVICE IN ACCORDANCE WITH THE SERVICE SPECIFICATIONS ARE LIMITED TO THOSE SET FORTH IN SECTION 5 AND SUBSECTION
7(a), AND ALL OTHER RIGHTS AND REMEDIES OF CUSTOMER OF ANY KIND ARE EXPRESSLY EXCLUDED AND WAIVED, AND (ii) SES’S LIABILITY
TO CUSTOMER FOR DIRECT DAMAGES AS TO ANY CLAIMS OR CAUSES OF ACTION NOT LIMITED BY CLAUSE (i) SHALL BE LIMITED TO FOUR MILLION
US DOLLARS ($4,000,000), IN THE AGGREGATE, FOR EACH AGREEMENT. In no event will SES be liable for any indirect, incidental, consequential,
punitive, special or other similar damages or loss of revenues, whether foreseeable or not, occasioned by any defect in any of
the Network Facilities which may be provided to Customer, or the provision of Service to Customer, or any failure or delay in the
provision of Service to Customer, or any other cause. Without limiting the generality of the foregoing, Customer has no right of
recovery for the satisfaction of any cause arising out of or relating to any Agreement against (i) any supplier of equipment or
services to SES in connection with (A) the launch, construction, operation, maintenance, tracking, telemetry and control of the
Satellite, (B) the Network Facilities, (C) Service, or (D) the provision of Service to Customer in any circumstances in which SES
would be obligated to indemnify such supplier, or (ii) any member of the SES Group. The limitations of liability set forth in this
Section 10 apply to the SES Group.


 


(e)          Limitation
of Customer’s Liability. In no event will Customer be liable for any indirect, incidental, consequential, punitive, special
or other similar damages or loss of revenues, whether foreseeable or not, occasioned by any default by Customer hereunder or any
other cause, except that the foregoing will not limit or excuse Customer from the following: (i) its Service Fee obligations (as
the same may be accelerated under Subsection 7(d)); (ii) its indemnification obligations under any Agreement; or (iii) any damages
that occur as a result of Customer’s willful failure to immediately cease transmissions to the Satellite after receiving
telephone notice or email, facsimile or other notice from SES to do so.


 


11.          Other
Terms and Conditions.


 


(a)          Non-Waiver
of Breach. The waiver by either Party of a breach of, or a default under, any of the provisions of any Agreement, or the failure
of either Party on one or more occasions to enforce any of the provisions of any Agreement or to exercise any right or privilege
in any Agreement, will not be construed as a waiver of any subsequent breach or default of a similar nature or as a waiver of any
such provision, right, or privilege in any Agreement.


 


(b)          Confidentiality.
The Parties confirm that disclosures of Confidential Information between SES and Customer shall be governed by the Proprietary
Information Agreement between SES and Customer, dated April 23, 2014 (the “PIA”), except that the termination date
of the PIA as set forth in Section (7) of the PIA shall not apply.


 


(c)          Publicity.
Any press release that either Party intends to do in order to announce any Agreement is subject to review and approval by the other
Party, such approval not to be unreasonably withheld or delayed.


 


(d)          Waiver
of Immunities. To the extent that either Party has acquired or later acquires any immunity (sovereign or otherwise) from any
legal action, suit, or proceeding, from jurisdiction of any court, or from setoff or any legal process with respect to itself or
any of its property, such Party irrevocably waives and agrees not to plead or claim such immunity with respect to any action, suit
or proceeding brought in relation to any Agreement.


 


(e)          OU
Confirmations. Each occasional use Service will be described in a Service Order referred to as an OU Confirmation.


 





 



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(f)          No
Property Interest/Subordination. Each Agreement is a service contract and does not grant, and Customer will not assert, any
right, interest or lien in any property or assets of SES, including any of the Network Facilities or related equipment that SES
may own. SES may grant security interests of any kind in Service, any of the Network Facilities or any Agreement (including the
proceeds thereof) to third parties. Any such Agreement and all rights granted to Customer in such Agreement are subject and subordinate
to any such security interests, provided that any secured party agrees to be bound by the terms and conditions of such Agreement
as long as (i) Customer does not pay any Service Fees more than ***
prior to their due dates under such Agreement, (ii) such Agreement is not supplemented, amended, extended or otherwise modified
in any manner that adversely affects the interests of any secured party, and (iii) after receipt of notice from any secured party
of a default by SES under any relevant security document, Customer agrees to make, and makes, all payments thereafter as instructed
by a secured party. Customer acknowledges and consents to foreclosure upon an Agreement by any secured party or its designee, successor
or assignee, and the consequent replacement of SES under such Agreement by the secured party, its designee, successor or assignee,
or another purchaser or assignee. Any secured party is entitled to exercise all rights as may be available to SES under an Agreement
and to cure any defaults of SES under an Agreement within such cure period as may be available to SES under an Agreement. Upon
receipt of notice from a secured party, Customer agrees to accept such exercise and cure by a secured party and to render all or
any part of the performance due by Customer under the Agreement to such secured party. This provision is self-operative and no
further instrument of subordination is required by any security agreement, mortgage or other document reflecting the security interest
to make this subordination effective. In confirmation of such acknowledged subordination, Customer shall promptly execute any instrument
or certificate which SES or any secured party may reasonably request.


 


(g)          Notices.
Except as otherwise provided in a Service Order, all notices and other communications from one Party to the other Party will be
in writing, in English, and hand-delivered or sent by courier service, facsimile transmission or email attachment to the other
Party at the address stated in the preamble or, as to any Service Order, at the address stated in such Service Order. A Party may
change its notice receipt information on notice to the other Party.


 


(h)          Assignment.
SES may Transfer its rights, interests and obligations in any Agreement, its rights and interests in and to any of the Network
Facilities, or its rights and interests in and to any and all sums due or to become due under any Agreement to any transferees.
Upon receipt of notice from SES of such Transfer, Customer shall perform all of its obligations directly for the benefit of the
transferee, and shall execute and deliver such documentation related to such Transfer as SES or the transferee may reasonably require.
Customer may not Transfer its right to Service, or the rights and obligations set forth in any Agreement, to any third party without
SES’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the
foregoing, Customer may transfer its rights and obligations under any Agreement to an entity acquiring all or substantially all
of the assets of Customer or to an subsidiary or affiliate under common control with Customer without the consent of SES, provided
that Customer shall remain responsible for performance of all obligations in such Agreement (to the extent not performed by the
assignee). Each Agreement is binding on and will inure to the benefit of any successors, transferees and assignees of the Parties,
provided that no Transfer will relieve either SES or Customer of its obligations to the other Party. Any purported Transfer by
either Party not in compliance with the provisions of this MSA is null and void. If a change of control of Customer or of a substantial
part of its assets has a negative impact on Customer’s credit rating, then Customer shall provide Security as requested by
SES to secure the fulfillment of Customer’s contractual obligations. If such Security is not provided by Customer, then SES
may terminate any Agreement, such termination to be effective one month after SES’s notice, unless Customer provides the
requested Security prior to such effective date. Customer shall notify SES in writing of any change of control of Customer or of
any change of a substantial part of its assets as soon as Customer is aware of any such change.


 


(i)          Governing
Law/Jurisdiction/Venue. This MSA and each Agreement is governed by and interpreted according to the laws of the State of New
York, without regard to any conflict of laws provisions thereof. Customer consents to the jurisdiction of any competent court in
in the State of New York, for purposes of actions, suits or proceedings arising out of this MSA or any Agreement.


 


(j)          Personal
Data. Customer consents to the processing of the personal data of its contact person(s) by SES, acting as data controller,
for the purposes of the performance of each Agreement, and more generally for the carrying out of SES’s activities, and Customer
shall inform such contact person(s) accordingly. Customer shall inform such person(s) of their right to access and correct such
personal data.


 


(k)          Miscellaneous.
If any provisions in any documents executed in connection with an Agreement are invalid, illegal or unenforceable in any respect
under applicable law, then the validity, legality and enforceability of the remaining provisions contained in such documents will
not in any way be affected or impaired, and the invalid provision will be replaced by a valid provision that comes closest to the
intent of the Parties. The provisions of any Agreement are only for the benefit of SES (and the SES Group) and Customer, and no
third party may seek to enforce or benefit from those provisions, except that the Operational Requirements are intended for the
benefit of both SES and all SES customers using the Network Facilities. Notwithstanding the foregoing, any secured party which
acquires a security interest in an Agreement as contemplated under Subsection 11(f) is deemed an intended third party beneficiary
of such Agreement. SES may contract with third parties for certain services to be provided as part of a Service, and, to the extent
such third party terms and conditions differ from the terms and conditions set forth in an Agreement, prior to execution of the
Agreement SES will provide Customer a copy of such third party terms and conditions. This MSA and any Service Order may be executed
in several counterparts, each of which will be deemed an original, and all such counterparts will constitute one and the same instrument.
An Agreement may not be amended or modified in any way, and none of their provisions may be waived, except in a document signed
by an authorized representative of each Party.


 


(l)          Appendices.
All Services ordered pursuant to an Agreement are subject to the terms and conditions of this MSA and the following appendices,
which are incorporated into this MSA by reference:


 


Appendix A    Operational Requirements


Appendix B    Definitions


Appendix C    Additional Terms
and Conditions for Services on the SES ASTRA Fleet Satellites (if so indicated in a Service Order)


 




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Appendix D    Additional Terms
and Conditions for Services on the SES North American Fleet Satellites (if so indicated in a Service Order)


 


(m)          Complete
Agreement. Each Agreement (i.e., a Service Order incorporating this MSA or the Framework Agreement, including its appendices,
the documents incorporated by reference, and appendices or annexes to a Service Order) executed by the Parties (i) constitutes
an entire and separate agreement between the Parties for SES to provide, and Customer to accept and pay for, Service for the Service
Term, and (ii) supersedes all previous understandings, commitments or representations (whether written or oral) concerning its
subject matter.


 


IN WITNESS WHEREOF, the Parties hereto
have duly executed (by an authorized officer of each Party) and delivered this MSA as of the Effective Date.


 


	GLOBAL EAGLE ENTERTAINMENT, INC.	NEW SKIES SATELLITES B.V.
	 	 
	By:  /s/ Aditya Chatterjee	By: /s/ U. Bouwsma
	 	 
	Name:  Aditya Chatterjee	Name: U. Bouwsma
	 	 
	Title: CTO	Title: Director
	 	 
	Date: October 24, 2014	Date: October 28, 2014


 


	 	By: /s/ G. Souto
	 	 
	 	Name: G. Souto
	 	 
	 	Title: Director
	 	 
	 	Date: October 28, 2014


 




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APPENDIX
A


Operational Requirements


 


Article I. Earth Station Transmit/Receive Requirements.


 


1.0           Non-Interference
and Use Restrictions. In its transmissions to and from the Satellite, Customer shall comply with all applicable governmental
laws, rules and regulations. Customer shall follow established practices and procedures for frequency coordination and shall not
use Service, or any portion thereof, in a manner which would or could be expected, under standard engineering practice, to harm
Service or interfere with the use of or harm any portion of any Transponder on the Satellite, the Satellite, or any other in-orbit
satellite or transponder on such other satellite.


 


2.0           Transmission
Plan. Prior to commencing transmissions to and from the Satellite, Customer shall obtain SES’s prior written approval
of its transmission plan. Customer is permitted to modify this transmission plan from time to time. SES makes no representation,
warranty, or covenant regarding any use of Transponder capacity provided under any Agreement, including the efficacy of the use
of any number of carriers.


 


3.0           Customer
Equipment. Customer is responsible for the provision, installation, operation, and maintenance of, and for securing all
necessary licenses and other consents, permissions, concessions, permits and authorizations for Customer Equipment.


 


4.0           Earth
Station Requirements.


 


4.1           General
Requirements.


 


(a)          Customer
shall configure, equip and operate its transmit facilities so that the interface, in outer space, of these facilities with the
Satellite conforms to the characteristics and technical parameters of the Satellite. Customer shall follow SES's procedures for
earth station registration for which a designated earth station registration form will have to be completed and submitted to SES
for approval prior to being granted access to the Satellite. The earth station registration form is made available to Customer
at www.ses.com/technical. Customer shall follow SES’s procedures for initiating and terminating any transmissions
to the Satellite. Customer shall operate all transmit facilities in a manner that allows for cessation of, and shall cease, transmissions
immediately after receiving telephone notice or email, facsimile or other notice from SES. Customer shall furnish information
regarding the technical parameters of its transmissions on a continuing basis as required by SES to prepare for, initiate, maintain
and immediately discontinue the use of Service upon notice by SES.


 


(b)          SES
has the right, but not the obligation, to inspect any Customer transmit facilities, together with associated facilities and equipment
used by Customer, or by a third party under the authority of Customer, to transmit to the Satellite. SES shall use reasonable efforts
to schedule inspections to minimize the disruption of the operation of such facilities, and Customer shall make such facilities
available for inspection at all reasonable times. Customer shall, upon SES’s request, provide technical data (e.g.,
measurements performed on an antenna) sufficient to prove that any transmit facility meets or exceeds the required sidelobe envelope.


 


4.2           Uplink
Restrictions. Except as may be expressly permitted by SES during a coordinated test period, no earth station operator shall
transmit an unmodulated carrier through a Transponder. The operation of each earth station will adhere to a transmission plan submitted
by Customer and approved by SES. Under no circumstances will the earth station transmit an RF carrier to the Satellite on a frequency
not authorized by SES, whether or not that frequency is in use by other earth stations.


 


4.3           Earth
Station Performance, Customer Signals and Facilities. Customer, its Uplink Signals and the Uplink and/or Multiplex Facilities
having access to the Satellite are required to comply with the specifications and parameters set out in the applicable SES Access
Document (which includes requirements concerning the Earth Station EIRP, Uplink EIRP Stability, HPA and polarization capabilities)
and, as applicable, the SES Service Information Update System (SIUS). These two documents are available to Customer by online
registration at www.ses.com/technical, each as may be modified by SES from time to time. Customer is responsible for reviewing
changes to the SES Access Document and the SIUS on a regular basis. SES may instruct Customer to change the earth station uplink
EIRP to account for changes in the Service Transponder’s performance, utilization of
redundant units or utilization of a different transponder, provided that (i) SES shall discuss any requested change in the earth
station uplink EIRP with Customer reasonably in advance, and (ii) such change does not impact the Service Specifications, as specified
in the relevant Service Order.


 


5.0           Service
Requirements. Video Requirements, Data Service Modem Requirements and Emission Constraints are defined or referenced
in the applicable SES Access Document.


 


6.0           Earth
Station Providers. Customer may contract with third parties to transmit its signals to, or receive its signals from,
the Satellite, provided that Customer requires such third parties to comply with the requirements of the Agreement regarding transmissions
to, or reception from, the Satellite and makes SES an intended third party beneficiary entitled to enforce such agreement. If Customer
retains such third parties, then the acts and omissions of those third parties in connection with the transmission or reception
of Customer’s signals will be deemed to be the acts and omissions both of such third parties and of Customer.


 




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7.0           Customer
Cooperation. If Service fails to meet the Service Specifications, then Customer shall
use all reasonable efforts to cooperate with and aid SES in curing such failure, including modifying Customer Equipment so that
there is no net loss in performance, in which event the Service Specifications will still be deemed to be met, provided that all
reasonable efforts can be done at no expense to Customer (unless reimbursed by SES). These obligations of Customer include but
are not limited to the following: (i) at the request of SES, if there is a problem that can be compensated for by increasing the
power of its transmissions to the Satellite, without affecting Customer’s use of Service, then Customer shall do so to the
extent it can with existing equipment, provided that such increase in power can be accomplished without violating the conditions
of any license, authorization, or permit; and (ii) permitting SES, at SES’s sole discretion, cost and expense, to upgrade
Customer Equipment.


 


Article II. General Requirements.


 


1.0           Carrier
Frequency Assignments. The assigned center frequency of each carrier is determined by SES in consultation with Customer.
It is required that all transmit and receive earth stations be capable of operation across the entire satellite frequency band
and in the specified polarization. From time to time, it may be necessary to change carrier frequency assignments (i) to meet changes
in Customer’s requirements, (ii) to avoid mutual interference with carriers in adjacent or co-frequency transponders on the
Satellite or on another satellite, or (iii) to enable efficient capacity utilization and Transponder loading. Customer shall maintain
the capability at all times (remotely or otherwise) to promptly comply with instructions from SES to change a carrier frequency
assignment.


 


2.0           Third
Party Use. Without implying any right of Customer to permit any third party use of Service (e.g., see Sections 3
and 4 of this MSA), Customer is responsible to SES for any use or transmission by third parties (e.g., Customer’s
customers and end-users) that is permitted by Customer to the same extent as it would be for Customer’s own use or transmissions.
Any use by third parties is deemed to be use by Customer and references in the Agreement with respect to Customer’s responsibilities
to SES or Customer’s use or transmissions include use by third parties.


 


3.0           Satellite
Power Constraint. As the Satellite ages and in order to protect the overall health and performance of the Satellite, it
may be necessary to cease operating (or interrupt operation of) one or more Transponders (e.g., because of an overall power
constraint on the Satellite). If Service will be affected (e.g., interrupted, relocated, terminated), and such action reasonably
can be anticipated, then SES shall give Customer thirty (30) Days’ notice, or such lesser period of notice as is practical
under the circumstances.


 


4.0           SES
Rights In Abnormal Circumstances. Customer recognizes that it may be necessary, in unusual or abnormal technical situations
or other unforeseen conditions, for SES to deliberately terminate Service or interrupt Customer’s use of Service, in order
to protect the overall health and performance of the Satellite or to reassign certain amplifiers among Transponders to make use
of a spare equipment unit. Such decisions will be made by SES in its sole discretion. Customer shall immediately cease transmissions
to the affected Service Transponders at such time as Service is terminated or interrupted pursuant to this Section 4.0. The redundancy
plan of the Satellite may require SES to reassign certain SSPAs or TWTAs, as applicable, among Transponders to make use of a spare.
In circumstances in which a spare SSPA or TWTA is required to be employed and to do so requires a change in the SSPA or TWTA assigned
to Customer, Customer shall, on notice from SES, immediately cease transmitting to the Satellite to allow the SSPA or TWTA that
is assigned to the Service Transponder to be reassigned and a different unit (that meets the Service Specifications) to be put
in its place. In no case shall the reassignment of SSPAs or TWTAs result in the Service failing to meet the Service Specifications
as stated in the relevant Service Order.


 


5.0           Testing
in the Event of Degraded Service. If a Service Transponder is not meeting the Service Specifications, but Customer elects
to continue to use Service, as degraded, then SES may interrupt Customer’s use as necessary to perform testing or take any
other action that may be appropriate to attempt to restore the affected Service Transponder to the Service Specifications.


 


6.0           Telephone
Notices. For the purpose of receiving notices from SES regarding preemption, interference or other technical problems,
including but not limited to Satellite Failure, restoration and denial of access, Customer shall maintain for each earth station
transmitting signals to the Satellite a telephone that is staffed at all times during which Customer is transmitting signals to
the Satellite and an automatic facsimile machine or an email address in operation and capable of receiving messages from SES at
all times. THOSE PERSONS STAFFING THE EARTH STATION, FOR THE PURPOSES OF RECEIVING SUCH MESSAGES, MUST HAVE THE TECHNICAL CAPABILITY
AND ABSOLUTE AUTHORITY TO IMMEDIATELY TERMINATE OR MODIFY THE TRANSMISSIONS IF NOTIFIED BY SES. All such notices will be effective
upon placement of a telephone call or transmission of a facsimile or email from SES to Customer. Within ten (10) days of any telephone
notice provided herein, SES shall provide Customer with a written notification summarizing the contents of the telephone notice.


 




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Article III. Technical Characteristics of the Satellite
System.


 


1.0           Contours.
Upon request, SES shall provide uplink G/T contours and downlink EIRP contours for the allocated capacity, to allow Customer to
estimate EIRP, G/T and SFD for locations within the overall footprint of the Satellite. The contours are provided for planning
purposes only and do not represent a warranty of performance.


 


2.0           Multi-Carrier
Operation. While subject to final approval by SES based on the specific transponder configuration, in general multi-carrier
operations (two or more) are conducted with a composite output and input back-off. For fractional Transponders, additional power
constraints may be imposed in order to reduce the generation of intermodulation or other spurious signals.


 


3.0           Input
Attenuators. The gain of each Transponder may be adjustable by ground command. The gain setting for each Transponder is
specified by SES, in consultation with Customer and other customers on the Satellite, taking into consideration current and future
uplink coordination restrictions and the need to limit co-channel interference.


 


4.0           Communication
System Performance Characteristics – Expected Performance.


 


4.1           Cross
Polarization. Cross polarization isolation between co-frequency Transponders is expected to be a minimum of 29 dB for most
locations within the -3 dB downlink/uplink gain contour (relative to beam center). SES reserves the right to review and approve
all transmission plans in order to minimize the level of co-channel interference.


 


4.2           Adjacent
Satellite Interference. Power and bandwidth on the Service Transponder is allocated by SES, taking into account any applicable
coordination limits with respect to the Satellite. Service Transponder input attenuation or other parameters may be modified by
SES, in consultation with Customer and other customers utilizing the Service Transponder, in order to help minimize the effects
of adjacent satellite interference. SES shall use reasonable efforts to identify and reduce the effects of adjacent satellite interference.
SES reserves the right to instruct Customer to modify its transmission plans periodically in order to minimize mutual interference
between adjacent satellites and to ensure compliance with applicable coordination agreements with other networks.


 


4.3           Nominal
Transponder Assignment. SES reserves the right to assign and reassign specific Transponders using specific uplink and downlink
beam pairs, or Transponders using beams with comparable performance, in order to minimize mutual interference between adjacent
satellites, ensure compliance with applicable coordination agreements with other networks, or permit efficient loading of the Satellite.
In no case shall the reassignment of specific Transponders result in the Service failing to meet the Service Specifications as
stated in the relevant Service Order.


 


4.4           Performance
at Particular Locations. In the event of a bona fide dispute regarding whether the Service Specifications are being met, SES
shall work with Customer in good faith to assess whether or not the Service Specifications are being met. The Parties shall consider
data and measurements obtained from (i) SES’s monitoring stations and extrapolated data for the particular locale, and (ii)
operational data generated by Customer’s use of the Service.


 


End of Appendix A


 




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APPENDIX B


Definitions


 


 


Each capitalized term used in an Agreement
that is not otherwise defined in an Agreement shall be defined as follows:


 


Agreement: means as to each individual
Service Order entered into by and between Customer and an SES Affiliate, the Service Order and the terms and conditions of the
MSA as incorporated by reference in the Service Order.


 


Alternative Satellite: means a satellite
in an orbital location other than the Orbital Location. References in an Agreement to the “Satellite” are, in context,
deemed to be references to the Alternative Satellite.


 


Collocated Transponder: means a
transponder on the same Satellite as the Service Transponder or on any Satellite at the same Orbital Location. References in an
Agreement to the “Satellite” are, in context, deemed to be references to the Satellite on which the Collocated Transponder
is located.


 


Confirmed Outage: means a continuing
and uninterrupted failure to meet the Service Specifications that impairs the use of the Service for its intended purpose (including
any Service interruption that may be made by SES in unusual, abnormal or other unforeseen technical situations in order to protect
the health and performance of the Satellite) for one (1) hour or more, unless such failure is the result of (i) circumstances specified
under Section 10 of this MSA, or (ii) the failure of Customer Equipment. All Confirmed Outages must be verified by SES. No Confirmed
Outage will be deemed to occur prior to actual notice from Customer to SES of such failure or during any period when Customer is
using Service, except that if a Confirmed Outage is determined to have commenced prior to such notice then such Confirmed Outage
will be deemed to have commenced as of such determined time (but not more than 24 hours prior to such notice). All determinations
as to Confirmed Outages are made on a Service Transponder by Service Transponder basis.


 


Customer Equipment: means any equipment
or facilities, including but not limited to antennas, which are provided, or required to be provided, by Customer for use in conjunction
with Service, whether or not located at an SES facility.


 


Day: means a calendar day (i.e.,
of which there are 365 or, in the case of a leap year, 366).


 


EIRP: means effective isotropic
radiated power.


 


Euro or €: means the lawful
currency of the member states of the European Union that adopt the single currency in accordance with the Treaty of Lisbon amending
the Treaty on European Union and the Treaty establishing the European Community (signed at Lisbon on 13 December 2007).


 


Network Facilities: means, collectively,
the Satellites and the terrestrial or earth station facilities operated by SES or a member of the SES Group, or third parties under
contract to SES or a member of the SES Group.


 


Operational Requirements: means
SES’s Operational Requirements, as set forth in Appendix A, as the same may be modified from time to time by SES in its reasonable
discretion.


 


Orbital Location: means the orbital
location of the Satellite indicated in an Agreement.


 


OU Confirmation: means a Service
Order for the provision of occasional use Service.


 


Outage Credit: means a credit against
Service Fee obligations equal to the pro rata Service Fee due for that portion of Service during which a Confirmed Outage
shall be determined to have occurred. (If Customer has paid all Service Fees due for the Service Term, then SES will pay Customer
the amount of the Outage Credit.) Customer is not entitled to any Outage Credit for any Service failure that does not constitute
a Confirmed Outage. In addition, if it is determined by final judicial order that SES prevented Customer from accessing any or
all Service at a time when SES did not have the right to do so (including under Section 8 of this MSA), then Customer shall be
entitled to Outage Credits for the period during which access was denied. Except as provided in the preceding sentence, a Suspension
made by SES under Section 8 of this MSA shall not result in any Outage Credit to Customer for Service Fee payments, which shall
continue to be due and payable during any such period of Suspension.


 


Party: means, for each Agreement,
SES and Customer individually, and “Parties” refers to SES and Customer collectively.


 


Replacement Satellite: means a satellite
which SES places in the Orbital Location (or, to the extent SES receives authorization to do so, any orbital location within five
degrees of such Orbital Location) as the Satellite used to provide Service. References in an Agreement to the Satellite are, in
context, deemed to be references to the Replacement Satellite.


 


Satellite: means the satellite utilized
to provide Service.


 


Satellite Failure: means a satellite
that SES has declared a failure for purposes of the applicable Agreement. For purposes of this definition, a hybrid satellite with
multiple frequency band payloads will be treated either as a single satellite or as though the frequency band payloads were located
on separate satellites, at SES’s sole discretion.


 


Security: means the security for
Customer’s performance of its obligations, as set forth in the applicable Agreement (which may consist of cash collateral,
bank guaranty, letter of credit or other form).


 


Service: is as described in the
applicable Agreement.


 


Service Fee: is as set forth in
the applicable Agreement.


 


Service Specifications: is as set
forth in the applicable Agreement.


 


Service Term: means the period beginning
on the “Commencement Date” and continuing through the “End Date”, each as set forth in the applicable Agreement.


 


Service Transponder: means the Transponder
utilized to provide Service, as such Transponder may be changed from time to time by SES in its reasonable discretion, subject
to the Framework Agreement.


 


SES Affiliate: means any member
of the SES Group, including but not limited to SES S.A., SES ASTRA S.A., and New Skies Satellites B.V.


 


SES ASTRA Fleet Satellite: means
a satellite (or payload) designated as such in the applicable Service Order.


 


SES Global Fleet Satellite: means
a satellite (or payload) designated as such in the applicable Service Order.


 


SES Group: means SES S.A. (or its
successor-in-interest due to merger, reorganization or otherwise), or any entity controlling, controlled by or under common control
with SES S.A., all members of the boards of directors and management boards, members or shareholders of SES S.A. and such entities,
and all officers, employees, consultants, agents, contractors and subcontractors of SES S.A. and such entities.


 


SES North American Fleet Satellite:
means a satellite (or payload) designated as such in the applicable Service Order.


 


Suspend Service: means to deny Customer
access to Service.


 


Suspension: means a denial of access
to Service.


 


Taxes: means any taxes, duties,
surcharges, withholding, usage fees and other fees or charges levied or assessed by any local, state, national, public or quasi-public
governmental authority or entity on Service or Customer’s use of Service, including without limitation any value added tax,
withholding tax, regulatory fee (such as for landing rights), or other fees payable by any member of the SES Group pursuant to
universal service fund programs or other regulatory-related programs, and permitted or required to be passed on to Customer by
such governmental authority.


 


Transfer: means to grant, sell,
assign, novate, encumber, convey, license, lease, sublease, or permit the utilization of, directly or indirectly, in whole or in
part.


 


Transponder: means any of the transponders
on the Satellite.


 


End of Appendix B


 




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APPENDIX C


Additional Terms and Conditions for
Services on the SES ASTRA Fleet


  


1.          Scope.
The provisions of this Appendix C will apply to Service only if so indicated in a Service Order.


 


2.          Specifications
of Customer Signals and Customer Uplink Signals. SES requires each Customer Signal and Customer Uplink Signal to meet
the applicable provisions of the specifications set forth in each applicable SES Access Document, as made available to Customer
by online registration at www.ses.com/technical, and as may be modified by SES from time to time. Customer is responsible
for reviewing changes to the applicable SES Access Document on a regular basis.


 


3.          Network
Information Table. Customer will transmit the SES Network Information Table (“NIT”). The Customer Uplink Signals
will automatically update its transmitted NIT to reflect any changes of the NIT. Customer shall not modify the NIT without prior
consultation with SES.


 


4.          Customer
Signals. Video source coding will be as specified in (a) MPEG-2 Main Profile @ Main Level or High Level, (b) MPEG-4 Part
10 Main Profile @ Level 3, or (c) MPEG-4 Part 10 High Profile @ Level 4. Audio source coding will be as specified in ISO/IEC 13818-3
and as defined in ETSI TR 101 154.


 


5.          Restoration
and Preemption.


 


(a)          For
each Agreement, the Service will have the preemptibility status stated in the Service Order (i.e., “Preemptible Service”
or “Non-Preemptible Service”). A Non-Preemptible Service will have no rights of Preemption and will not be subject
to Preemption. A Preemptible Service will have no rights of Preemption and may be subject to Preemption.


 


(b)          If
a Service Transponder fails and a Spare TWTA is available, then, subject to the following priority rules, SES shall allocate such
Spare TWTA to the Service as soon as reasonably possible. As a general rule, Spare TWTAs on the Satellite will be provided on a
first failed/first restored basis. In the event multiple Transponders fail simultaneously (or where the sequence of failures cannot
be determined), and such failures exceed the number of available Spare TWTAs, then the following rules will apply (with Rule 1
having priority over Rule 2, etc.):


 


Rule 1DTH
Services have priority over Contribution Services and other Services. Contribution Services and other Services have equal priority.


 


Rule 2Non-Preemptible
Services have priority over Preemptible Services.


 


Rule 3If
conflicting rights to Spare TWTAs arise between Services with the same priority status under Rules 1 and 2, then priority is given
in accordance with the following: (i) Services with an earlier start of transmissions have priority over Services with a later
start of transmissions. This priority is independent from the Channel transmitted via the Service. If a Customer has started with
the same Channel as transmitted via its current Service under an earlier Agreement and if transmissions of such Channel have continued
without interruption, then the priority shall be determined by the start of transmissions of such Channel under that earlier Service
Order; (ii) as to Services which started simultaneously, priority is determined by customer start dates, so that the Agreement
with the earlier customer start date has priority over the Agreement with the later customer start date; (iii) as to Services which
have the same customer start date, priority is determined by the expiry dates of the respective Service, so that Services with
the later date of expiry have priority over Services with the earlier expiry date; and (iv) as to Services which expire on the
same date, priority is determined by the dates on which the respective Service Orders were executed, so that the Service Order
which was executed first has priority over a Service Order executed later.


 


6.          Signal
and Encryption. Customer shall ensure that the Customer Signals, the Uplink and/or Multiplex Facilities and the Customer
Uplink Signals comply with Sections 2-4, and do not interfere with or damage the Satellite or any of its Transponders. Customer
may encrypt the Customer Signals, provided that (i) prior to the start of the encryption, Customer, at its expense, provides SES
with up to ten (10) operational decoders (as requested by SES) authorized for reception and any other equipment needed to receive
the Customer Downlink Signals, and (ii) any conditional access system complies with the relevant specifications of the European
Digital Video Broadcasting Project and the ISO/IEC 13818 standard.


 


7.          Transponder
Performance. The saturated Transponder EIRP and Received Signal Power is measured under all weather conditions at the Control
Facility. The Minimum Transponder Performance and Received Signal Power shall be those measured or otherwise ascertained when Customer
is complying or procuring compliance with Section 2. In order to accurately determine each Transponder EIRP independent of atmospheric
attenuations and transponder bandwidth characteristics, a measurement set-up consisting of a calibrated fluxmeter and radiometer
is used.


 


8.          Channel(s).


(a)          The
Service Transponder shall only be used for the transmission of Customer’s Channels.


(b)          For
each Channel, Customer shall provide SES with the following information:


 


1.          Name
and address of broadcaster (if different from Customer):


2.          Name
of Channel:


3.          Type
of Programming:


4.          Signal
Definition:[SD/HD]


5.          (Primary)
Language:


6.          Hours
of transmission:


7.          Encryption:


8.          Broadcasting
license and licensing authority:


9.          Target
Territories:


10.         Uplink:


11.         Start
of Channel:


 


Customer shall provide
the above information for any given Channel, as well as a copy of the relevant broadcast license or other authorization, at least
thirty (30) days before the proposed start date for the Channel. Customer shall provide SES with the same advance notice of any
change of the above-mentioned parameters. Customer shall not transmit any Channels or implement any change during this period without
the prior written consent of SES.


 


9.          Additional
Covenants.


 


(a)          Customer
is responsible for ensuring that all Channels which are subject to the laws of a Member State of the European Union have the required
broadcasting license or authorization from a Member State of the European Union at all times, that such license or authorization
is valid, and that Customer and the broadcaster shall comply with the terms thereof. Customer shall promptly inform SES of any
material change of such license or authorization or of any notice received from any authority or agency challenging or modifying
such license or authorization.


 


(b)          If
the Channels are not subject to the laws of a Member State of the European Union, then Customer shall nevertheless be responsible
for the compliance of Channels with the applicable legislation.


 


(c)          Transmissions
and any substantial change to transmissions (including a substantial change of the nature of the Channel(s) or if the Channel(s)
do not fall any longer under the jurisdiction of the country originally determined) are subject to SES’s approval and, if
required under the applicable regulatory framework, to the approval of the competent regulator. If applicable, Customer shall provide
to SES a copy of the respective broadcasting license or other authorization.


 




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(d)          A
Party may use a trademark or logo of the other Party only with the prior written approval of the other Party, such approval not
to be unreasonably withheld. If approved, such use shall be free of charge throughout the Service Term and solely for the purpose
of indicating in any document, advertising or communication made or commissioned by such Party that the Channel(s) are transmitted
via the SES satellite system. Each Party may at any time, at its discretion, withdraw its approval with immediate effect.


 


(e)          Each
Agreement is subject to the continuing right of SES to provide Service pursuant to the authorizations to operate its satellite
system. If this right is withdrawn, then the Agreement will terminate automatically, unless the competent regulatory authority
assumes SES’s rights and obligations hereunder. In either case, SES is discharged of all liability and obligation to Customer.


 


(f)          SES
reserves the right to transition DTH Service on an SES ASTRA Fleet Satellite to a Collocated Transponder, provided that (i) the
Minimum Transponder Performance stated in the applicable Service Order continues to be met by the Collocated Transponder, (ii)
SES will endeavor to provide Customer advance notice of at least twenty four (24) hours in order for Customer to perform the necessary
operations to uplink the Channel(s) to the Collocated Transponder (unless SES is responsible for


uplinking the Channel(s)), and (iii) Customer
shall make all necessary arrangements with the operator of the Uplink and/or Multiplex Facilities to accommodate such a transition.


 


10.         Other
Definitions Applicable to Appendix C.


 


Channel: means the channel transmitted
via the SES ASTRA Fleet satellite and as specified by the Customer according to Section 8 of this Appendix C.


 


Control Facility: means SES’s
facility in Betzdorf, Luxembourg or such other facility as may be designated by SES.


 


Contribution Services: means satellite
transmissions services received by head-ends of cable or terrestrial networks in order to redistribute the received signals within
such networks.


 


Customer Downlink Signal:
means the downlink RF (radio frequency) modulated time division multiplexed carrier carrying the Channel(s) from the Service Transponder.


 


Customer Signal: means the bit stream
carrying the Channel(s), produced by Customer and transmitted, as the case may be, to the Uplink and/or the Multiplex Facilities
for onward transmission via a Service Transponder.


 


Customer Uplink Signal: means the
uplink RF modulated time division multiplexed carrier carrying the Channel(s), transmitted from the Uplink Facilities to the Service
Transponder.


 


DTH Service: means satellite transmission
services received directly by a recipient via a satellite dish at its premises, without any redistribution of the received satellite
signal in any kind of cable or terrestrial network.


 


Minimum Transponder Performance:
means a satellite single carrier saturation EIRP measured under clear sky conditions by a measurement test set-up according to
standard engineering practice as described in Section 7 to be compared to the EIRP for the Transponder as stated in the Service
Order. A Confirmed Outage shall only be deemed to occur if (i) the Received Signal Power falls below the Minimum Transponder Performance
by more than one (1) dB, and (ii) the other conditions for a Confirmed Outage have been met.


 


Preemption: means the deliberate
interruption or cessation of the availability of Service by SES, in accordance with the rules set out in Subsection 5(b), in order
to restore the transmissions of another customer or in case of any satellite failure or transponder failure occurring on any SES
ASTRA Fleet Satellite.


 


Received Signal Power: means the
signal power in dBW at the Control Facility by a measurement test set-up according to standard engineering practice as described
in Section 7. If the measurement is not performed under clear sky conditions, then the measured value shall be corrected to account
for the effect of weather and propagation conditions.


 


Spare TWTA: means a spare transponder
amplifier on the satellite and its associated components that is accessible for purposes of providing restoration and is capable
of carrying communications traffic within the parameters as described in the Service Specifications for the Transponder to be restored.


 


Uplink and/or Multiplex Facilities:
means all equipment and ancillary facilities used to transmit the Customer Uplink Signals to the satellite.


 


End of Appendix C


 




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APPENDIX D


Additional Terms and Definitions for
North American Fleet Satellites


 


1.          Scope.
The provisions of this Appendix D will apply to Service only if so indicated in a Service Order. For each Service Transponder,
Customer shall be provided Service in accordance with the protection level stated in the Service Order (e.g., Fully Protected
Service, Transponder Protected Service, Non-Preemptible Service, Preemptible Service or Business Preemptible Service), as such
protection level is defined and as the restoration rights are set forth in the Service Order.


 


2.          Use
of Reverse Contract Order. If it becomes necessary to preempt or otherwise discontinue Service, and operational circumstances
allow SES to select services to be preempted or discontinued, then SES shall make such selections in “Reverse Contract Order”.
Reverse Contract Order means an order that is determined on a transponder-by-transponder basis with reference to (i) whether there
is a single customer taking service on the entire transponder (for purposes of this definition, a “Full Transponder”)
or one or more customers each taking service on a fractional part of the transponder (for purposes of this definition, a “Fractional
Transponder”), (ii) the protection level for service on the transponder, and (iii) the date on which a binding agreement
for the taking of service on the transponder has been executed by both the customer and SES (for purposes of this definition, the
“Execution Date”). The protection level for a Fractional Transponder is deemed to be the protection level of the customer
with the highest protection level on such transponder. The Execution Date for a Fractional Transponder is deemed to be the earliest
Execution Date of a customer agreement with the highest protection level on such transponder. If Reverse Contract Order is to be
determined between more than one transponder, then Reverse Contract Order means: first, from the latest Execution Date to the earliest
Execution Date as to Business Preemptible Services on Fractional Transponders; second, from the latest Execution Date to the earliest
Execution Date as to Business Preemptible Services on Full Transponders; third, from the latest Execution Date to the earliest
Execution Date as to Preemptible Services on Fractional Transponders; fourth, from the latest Execution Date to the earliest Execution
Date as to Preemptible Services on Full Transponders; fifth, from the latest Execution Date to the earliest Execution Date as to
Non-Preemptible Services on Fractional Transponders; sixth, from the latest Execution Date to the earliest Execution Date as to
Non-Preemptible Services on Full Transponders; seventh, from the latest Execution Date to the earliest Execution Date as to Transponder
Protected Services on Fractional Transponders; eighth, from the latest Execution Date to the earliest Execution Date as to Transponder
Protected Services on Full Transponders; ninth, from the latest Execution Date to the earliest Execution Date as to Fully Protected
Services on Fractional Transponders; and tenth, from the latest Execution Date to the earliest Execution Date as to Fully Protected
Services on Full Transponders. Notwithstanding the foregoing, any service being provided to the United States Government or any
department or agency thereof, whether directly or indirectly, may be deemed, in SES’s sole discretion, to have a higher priority
than Customer in the Reverse Contract Order. (This Section 2 will apply, notwithstanding the terms of Appendix A, Article II, Section
4.0.)


 


3.          Other
Definitions Applicable to Appendix D.


 


Confirmed Outage: for purposes of
this Appendix D, the definition of Confirmed Outage in Appendix B is revised to insert “or the applicable Transponder Performance
Specifications” after “Service Specifications” in the first sentence.


 


Preemptible Transponder: means a
transponder on a satellite that is not entitled to restoration in the event of a transponder failure or a satellite failure and
may be preempted at any time to restore (i) a satellite failure, (ii) a service or transponder that becomes a transponder failure
and is entitled to preempt a Preemptible Service or Preemptible Transponder, or (iii) other service offerings of SES or any member
of the SES Group, including but not limited to mass move protection, construction and launch delay protection, and launch failure
protection.


 


Replacement Transponder: means a
spare transponder amplifier on the satellite and its associated components that is accessible for purposes of providing restoration
and is capable of carrying communications traffic within the parameters as described in the Service Specifications for the Transponder
to be restored.


 


Restoration Satellite: means the
satellite identified as such in the Service Order.


 


Transponder Failure: means, with
respect to any Service Transponder, that such Transponder fails to meet the Transponder Performance Specifications in any material
respect (i) for any period of five (5) consecutive Days; (ii) on twenty (20) or more occasions of fifteen (15) minutes or more
during any ninety (90) consecutive Days; or (iii) for any period of time under circumstances that make it clearly ascertainable
or predictable, based on satellite industry engineering standards, that a failure set forth in clauses (i) or (ii) will occur.
For purpose of this definition, measurement of periods of failure shall commence when Customer has vacated its signal to permit
verification of the failure by SES.


 


Transponder Performance Specifications:
means the downlink EIRP power levels and saturated flux density (“SFD”) levels for the Service Transponder(s)
on a Satellite as referenced to the beam peak level location, as such EIRP power levels and SFD levels may be extrapolated by
SES by measurements from one of its monitoring stations or at other convenient locations within the beam. The Transponder Performance
Specifications for SES North American Fleet Satellites are made available to Customer at www.ses.com/technical. The downlink
EIRP power levels and SFD levels may change from time to time in the event of the relocation of a Satellite. In the Satellite
table, measurement accuracy is ±2.0 dB and SFD assumes a flux control attenuator set to 6 dB.


End of Appendix D


 




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	Customer initials: _____
SES initials: _____