Exhibit 10.2a


 





[_________________],
2013


 


Silver Eagle Acquisition Corp.


1450 2nd Street, Suite 247


Santa Monica, CA 90401


 


Re:   Initial Public
Offering


 


Gentlemen:


 


This letter (this
“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) entered into by and between Silver Eagle Acquisition Corp., a Delaware corporation (the “Company”),
and Deutsche Bank Securities Inc., as representative of the several underwriters (the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of 25,000,000
of the Company’s units (the “Units”), each comprised of one share of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), and one warrant (each, a “Warrant”).
Each Warrant entitles the holder thereof to purchase one-half of one share of the Common Stock at a price of $5.75 per half
share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and
prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”)
and the Company shall apply to have the Units listed on the Nasdaq Capital Market. Certain capitalized terms used herein are
defined in paragraph 11 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Global Eagle Acquisition
LLC (the “Sponsor”) and each of the members of Global Eagle Acquisition LLC (each, a “Member”
and collectively, the “Members”) and Dennis A. Miller (together with the Members, the “Founders”)
hereby agrees with the Company as follows:


 


1.  The
Sponsor and Dennis A. Miller agree that if the Company seeks stockholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it or he shall vote all Founder Shares and any shares acquired by it or him in the Public
Offering or the secondary public market in favor of such proposed Business Combination.


 


2.  The
Sponsor and Members hereby agree that in the event that the Company fails to consummate a Business Combination (as defined in the
Underwriting Agreement) within 21 months from the closing of the Public Offering (or 24 months from the closing of the Public Offering
if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination
within 21 months from the closing of the Public Offering but has not completed the initial business combination within such 21-month
period, or such later period approved by the Company’s stockholders in accordance with the Company’s amended and restated
certificate of incorporation, the Sponsor and each Member shall take all reasonable steps to cause the Company to (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter,
redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”),
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less
up to $100,000 of interest to pay dissolution expenses) less franchise and income taxes payable, divided by the number of
then outstanding public shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s
board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide
for claims of creditors and other requirements of applicable law. The Sponsor and the Members agree to not propose any amendment
to the Company’s amended and restated certificate of incorporation that would affect the substance or timing of the Company’s
obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within 21 months from
the closing of the Public Offering (or 24 months from the closing of the Public Offering if the Company has executed a letter of
intent, agreement in principle or definitive agreement for a Business Combination within 21 months from the closing of the Public
Offering but has not completed the Business Combination within such 21-month period).


 




    	 



    	 



    

 


Each
of the Founders and the Sponsor acknowledges that they have no right, title, interest or claim of any kind in or to any monies
held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder
Shares. The Sponsor and each of the Founders hereby further waive, with respect to any shares of the Common Stock held by it, any
redemption rights it may have in connection with the consummation of a Business Combination, including, without limitation, any
such rights available in the context of a stockholder vote to approve such Business Combination or in the context of a tender offer
made by the Company to purchase shares of the Common Stock (although the Sponsor and the Founders shall be entitled to redemption
and liquidation rights with respect to any shares of the Common Stock (other than the Founder Shares) they hold if the Company
fails to consummate a Business Combination within 21 months from the date of the closing of the Public Offering (or 24 months from
the closing of the Public Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement
for a Business Combination within 21 months from the closing of the Public Offering but has not completed the Business Combination
within such 21-month period).


 


3.  During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the undersigned
shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose
of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder, with respect to any Units, shares of Common Stock, Warrants or any securities
convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by him, her or it, (ii) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units,
shares of Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock
owned by him, her or it, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or
(iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii).


 


4.  In
the event of the liquidation of the Trust Account, Harry E. Sloan and Jeff Sagansky (the “Indemnitors”)
jointly and severally agree to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense
whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing
or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject
as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) a prospective target
business with which the Company has entered into an acquisition agreement (a “Target”); provided,however,
that such indemnification of the Company by the Indemnitors shall apply only to the extent necessary to ensure that such claims
by a third party for services rendered (other than the Company’s independent public accountants) or products sold to the
Company or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per share of the Offering
Shares and (ii) the actual amount per share of the Offering Shares held in the Trust Account as of the date of the liquidation
of the Trust Account, in each case less franchise and income taxes payable, and provided, further, that
only if such third party or Target has not executed an agreement waiving claims against and all rights to seek access to the Trust
Account whether or not such agreement is enforceable. In the event that any such executed waiver is deemed to be unenforceable
against such third party, the Indemnitors shall not be responsible for any liability as a result of any such third party claims.
Notwithstanding any of the foregoing, such indemnification of the Company by the Indemnitors shall not apply as to any claims under
the Company’s obligation to indemnify the Underwriters against certain liabilities, including liabilities under the Securities
Act of 1933, as amended. The Indemnitors shall have the right to defend against any such claim with counsel of its choice reasonably
satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitors, the Indemnitors
notify the Company in writing that it shall undertake such defense.


 




    	 



    	 



    

 


5.  To
the extent that the Underwriters do not exercise their over-allotment option to purchase an additional 3,750,000 shares of the
Common Stock (as described in the Prospectus), the Sponsor and Dennis A. Miller agree that each of them shall return to the Company,
on a pro rata basis in accordance with the percentage of Founder Shares held by them, for cancellation at no cost, a number of
Founder Shares equal to 937,500 multiplied by a fraction, (i) the numerator of which is 3,750,000 minus the number of shares of
Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which
is 3,750,000. The Sponsor and Dennis A. Miller further agree that to the extent that (a) the size of the Public Offering is increased
or decreased and (b) the Sponsor and Dennis A. Miller have either purchased or sold shares of Common Stock or an adjustment to
the number of Founder Shares has been effected by way of a stock split, stock dividend, reverse stock split, contribution back
to capital or otherwise, in each case in connection with such increase or decrease in the size of the Public Offering, then (A)
the references to 3,750,000 in the numerator and denominator of the formula in the immediately preceding sentence shall be changed
to a number equal to 15% of the number of shares included in the Units issued in the Public Offering and (B) the reference
to 937,500 in the formula set forth in the immediately preceding sentence shall be adjusted to such number of shares of the
Common Stock that the Sponsor and Dennis A. Miller would have to collectively return to the Company in order to hold an aggregate
of 20.0% of the Company’s issued and outstanding shares after the Public Offering. In addition, a portion of the Founder
Shares in an amount equal to 5.0% of the Company’s issued and outstanding shares immediately after the Public Offering (the
“Founder Earnout Shares”), shall be returned to the Company by the Founders and the Company’s independent
directors for cancellation, on a pro rata basis, at no cost, as follows: (x) half of the Founder Earnout Shares shall be returned
on the on the fifth anniversary of the completion of a Business Combination unless following such Business Combination the last
sales price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period or the Company completes
a liquidation, merger, stock exchange or other similar transaction that results in all of its stockholders having the right to
exchange their shares of common stock for consideration in cash, securities or other property which equals or exceeds $12.50 per
share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and (y) half of the Founder
Earnout Shares shall be returned on the on the fifth anniversary of the completion of a Business Combination unless following such
Business Combination the last sales price of the Company’s common stock equals or exceeds $15.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day
period or the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of its stockholders
having the right to exchange their shares of common stock for consideration in cash, securities or other property which equals
or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).


 


6.  (a)
The Sponsor and Dennis A. Miller each agree that it or he, as applicable, shall not Transfer any Founder Shares until the earlier
of (A) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the last sales
price of the common stock (x) equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period after a Business Combination, after which
Transfers of fifty percent (50%) of the Founder Shares will be permitted, or (y) equals or exceeds $15.00 per share (as adjusted
for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period after our initial business combination, after which Transfers of the remaining fifty percent (50%) of the Founder Shares
will be permitted and (B) the date following the completion of a Business Combination on which the Company completes a liquidation,
merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to
exchange their shares of Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b)
The Sponsor and Dennis A. Miller each agree that it or he, as applicable, shall not effectuate any Transfer of Private Placement
Warrants or Common Stock underlying such warrants, until 30 days after the completion of a Business Combination.


 


(c)
Notwithstanding the provisions set forth in Section 6(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and
shares of Common Stock underlying the Private Placement Warrants are permitted to (a) to the Company’s officers or directors,
any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates
of the Sponsor, and any affiliates or family members of Dennis A. Miller (b) in the case of an individual, by gift to a member
of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of
the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual,
by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified
domestic relations order; (e) by private sales or transfers made in connection with the consummation
of a Business Combination at prices no greater than the price at which the shares were originally purchased; (f) in the
event of the Company’s liquidation prior to the completion of a Business Combination; or (g) in the event of completion of
a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having
the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of a Business
Combination; provided, however, that in the case of clauses (a) through (e) these permitted transferees must enter into a written
agreement agreeing to be bound by these transfer restrictions.


 




    	 



    	 



    

  


7.  Each
Founder hereby agrees and acknowledges that (i) each of the Underwriters and the Company would be irreparably injured in the event
of a breach by such Founder of his obligations under paragraph 6(a), (ii) monetary damages may not be an adequate remedy for such
breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party
may have in law or in equity, in the event of such breach.


 


8.  Each
Member’s biographical information furnished to the Company is true and accurate in all respects and does not omit any material
information with respect to such Member’s background. The Member’s questionnaire furnished to the Company is true and
accurate in all respects. Each Member represents and warrants that: such Member is not subject to or a respondent in any legal
action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating
to the offering of securities in any jurisdiction; such Member has never been convicted of, or pleaded guilty to, any crime (i)
involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any
dealings in any securities and such Member is not currently a defendant in any such criminal proceeding; and neither such Member
nor the Sponsor has ever been suspended or expelled from membership in any securities or commodities exchange or association or
had a securities or commodities license or registration denied, suspended or revoked.


 


9.  Except
as disclosed in the Prospectus, neither the Sponsor, any Founder, nor any affiliate of the Sponsor or any Founder, nor any director
or officer of the Company, shall receive any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment
of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of
the Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following:
repayment of a loan of up to $200,000 made to the Company by the Sponsor, pursuant to a Promissory Note dated April 16, 2013; payment
of consulting fees payable to James A. Graf, or an entity owned or controlled by Mr. Graf, of $15,000 per month payable commencing
on the date of this prospectus, plus, in the event that Mr. Graf is no longer receiving medical insurance from an employer, an
additional amount per month to reimburse Mr. Graf for the purchase of such insurance for services prior to the closing of our initial
business combination (regardless of the amount of services provided); reimbursement for office space, secretarial and administrative
services provided to members of the Company’s management team by the Sponsor, members of the Sponsor and members of the Company’s
management team or their affiliates, in an amount not to exceed $10,000 per month in the event such space and/or services are utilized;
reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial Business
Combination, so long as no proceeds of the Public Offering held in the Trust Account may be applied to the payment of such expenses
prior to the consummation of a Business Combination; and repayment of loans, if any, and on such terms as to be determined by the
Company from time to time, made by the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors
to finance transaction costs in connection with an intended initial Business Combination, provided, that, if the Company does not
consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the
Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment.


 


10.  The
Sponsor and each Founder have full right and power, without violating any agreement to which he or it is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter
Agreement and each Member hereby consents to being named in the Prospectus as an officer and/or director of the Company, as applicable.


 




    	 



    	 



    

 


11.  As
used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Founder
Shares” shall mean the 7,187,500 shares of the Common Stock of the Company acquired by the Sponsor and Dennis A.
Miller for an aggregate purchase price of $25,000, or approximately $0.003 per share, prior to the consummation of the Public Offering;
(iii) “Private Placement Warrants ” shall mean the Warrants to purchase up to 13,500,000 shares
of the Common Stock of the Company (or 15,000,000 shares of Common Stock if the over-allotment option is exercised in full)
that are acquired by the Members for an aggregate purchase price of $6.75 million in the aggregate (or $7.5 million if the
over-allotment option is exercised in full), or $0.50 per Warrant, in a private placement that shall occur simultaneously with
the consummation of the Public Offering; (iv) “Public Stockholders” shall mean the holders of securities
issued in the Public Offering; (v) “Trust Account” shall mean the trust fund into which a portion of
the net proceeds of the Public Offering shall be deposited; and (vi) “Transfer” shall mean the (a) sale
of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of
or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with
respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any
swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any
security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement
of any intention to effect any transaction specified in clause (a) or (b).


 


12.  This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersede all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not
be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by
a written instrument executed by all parties hereto.


 


13.  No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall
not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the
Sponsor, each of the Members and each of their respective successors, heirs, personal representatives and assigns.


 


14.  This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this
Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submits
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waives any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.


 


15.  Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile transmission.


 


16.  This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period or (ii) the liquidation
of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that
the Public Offering is not consummated and closed by [_________________], 2013, provided further that
paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature page
follows]


 




    	 



    	 



    

 


	Sincerely,
	 
	GLOBAL EAGLE ACQUISITION LLC
	 
	By:    	 
	 	Name: James A. Graf
	 	Title: Vice President, Chief Financial 

Officer, Treasurer and Secretary
	 	 
	By:	 
	 	Harry E. Sloan
	 	 
	By:	 
	 	Jeff Sagansky
	 	 
	By:	 
	 	James A. Graf



 


	Acknowledged and Agreed:
	 
	SILVER EAGLE ACQUISITION CORP.
	 
	By:   	 
	 	Name: James A. Graf
	 	Title: Vice President, Chief Financial 

Officer, Treasurer and Secretary


 


	 	 
	 	Dennis A. Miller


 


[Signature
Page to Letter Agreement]