Exhibit 10.2(a)


 


[_________________],
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 928,400 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 928,400 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 Sponsor 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, Sponsor Warrants and shares
of Common Stock underlying the Sponsor 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) in the event of the Company’s liquidation prior to completion of a Business Combination; or (f) 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 (d), these permitted transferees must enter
into a written agreement agreeing to be bound by the provisions in this Letter Agreement.


 




    	 



    	 



    

 


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. Garf 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) “Sponsor 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]