Exhibit 10.2


AMENDMENT TO SECURITIES ESCROW AGREEMENT


 


THIS AMENDMENT TO SECURITIES
ESCROW AGREEMENT, dated as of May 8, 2012 (this “Amendment”), is entered into by and among Global Eagle Acquisition
Corp., a Delaware corporation (the “Company”), American Stock Transfer & Trust Company, LLC (“AST”)
and each of the parties set forth on the signature page hereto under “Initial Holders”. This Amendment amends the Securities
Escrow Agreement (the “Agreement”), dated as of May 12, 2011 among the Company, AST, Global Eagle Acquisition
LLC, and the other parties thereto and all capitalized terms used but not defined in this Amendment shall have the meanings ascribed
to such terms in the Agreement.


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Amendment hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Amendments.
The Agreement is hereby amended as follows:


 


(i) all references
to the term “Initial Holders” in the Agreement shall be deemed to refer to the parties set forth on the signature page
hereof under “Initial Holders” and any actions or obligations contained in the Agreement of the Initial Holders required
to have been taken or satisfied, as applicable, prior to the execution of this Amendment shall, solely with respect to Cole A.
Sirucek, be deemed to have been taken or satisfied, as applicable, as of the date hereof;


 


(ii) Section 4.4
of the Agreement is deleted in its entirety and replaced with the following:


 


“4.4.Insider
Letters. Each Initial Holder has executed a letter agreement with the Company, dated either as of the Effective date or as
of the date such Initial Holder first acquired securities of the Company (each an “Insider Letter”), which contains
certain rights and obligations of such Initial Holder with respect to the Company, including, but not limited to, certain voting
obligations in respect of the Escrow Shares.”; and


 


(iii) Exhibit
A to the Agreement is deleted in its entirety and replaced with Exhibit A attached hereto.


 


Section 2. No Further
Amendments or Modifications. The terms and conditions of the Agreement shall remain in full force and effect and are amended
only to the extent specifically provided in this Amendment.


 


Section 3. Counterparts.
This Amendment may be executed in several counterparts each one of which shall constitute an original and may be delivered by facsimile
transmission and together shall constitute one instrument.


 


[Signature page follows]


 



    	 



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have executed
this Amendment.


 


	 	COMPANY:
	 	 
	 	GLOBAL EAGLE ACQUISITION CORP.
	 	 
	 	By:	/s/ James A. Graf
	 	 	Name: James A. Graf
	 	 	Title: Vice President
	 	 
	 	AMERICAN STOCK TRANSFER & TRUST
	 	COMPANY, LLC
	 	 
	 	By:	/s/ Felix Orihuela
	 	 	Name: Felix Orihuela
	 	 	Title: Vice President
	 	 
	 	INITIAL HOLDERS:
	 	 
	 	GLOBAL EAGLE ACQUISITION LLC
	 	 
	 	By:	/s/ James A. Graf
	 	Name: James A. Graf
	 	Title:  Vice President
	 	 
	 	/s/ James McNamara
	 	James McNamara
	 	 
	 	/s/ Dennis Miller
	 	Dennis Miller
	 	 
	 	/s/ Cole A. Sirucek
	 	Cole A. Sirucek


 


[AMENDMENT TO SECURITIES ESCROW AGREEMENT] 


 



    	 



    	 



    

 


EXHIBIT A


 


LIST OF INITIAL HOLDERS


 


	Name	 	Founder Shares	 	Founder Earnout Shares	 	Warrants
	 	 	 	 	 	 	 
	Global Eagle Acquisition LLC
 10900 Wilshire Blvd.,
 Suite 1500
 Los Angeles, CA 90024
 Fax No.: (310) 209-7225	 	3,959,913 shares	 	164,996 shares	 	6,666,667 warrants
	 	 	 	 	 	 	 
	James McNamara
 1095 Mariner Drive
 Key Biscayne, FL 33149	 	21,205 shares	 	884 shares	 	 
	 	 	 	 	 	 	 
	Dennis Miller
 1338 Bella Oceana Vista
 Pacific Palisades, CA 90272	 	21,205 shares	 	884 shares	 	333,333 warrants
	 	 	 	 	 	 	 
	
        Cole A. Sirucek

        10D, Hillsborough Court

        Royal Tower, 18 Old Peak Road, 

Hong Kong
	 	9,600 shares	 	400 shares