SECURITIES ASSIGNMENT AGREEMENT


 


This Securities Assignment
Agreement (this “Assignment”), dated as of July 10, 2013, is made and entered into by and among Global Eagle
Acquisition LLC, a Delaware limited liability company, Dennis A. Miller (together, the “Sellers”), and the parties
identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).


 


WHEREAS, on
the terms and subject to the conditions set forth in this Assignment, the Sellers wish to assign an aggregate of 70,000 shares
(the “Shares”) of common stock (“Common Stock”) of Silver Eagle Acquisition Corp. (the “Company”)
to the Buyers and the Buyers wish to purchase the Shares from the Sellers, as further set forth opposite such Buyer’s name
and below such Seller’s name on Exhibit A attached hereto.


 


NOW, THEREFORE,
in consideration of the premises, representations, warranties and the mutual covenants contained in this Assignment, and for other
good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending
to be legally bound, hereby agree as follows:


 


Section 1 Assignment
of Shares. Sellers hereby assign 35,000 Shares to each Buyer as further set forth opposite such Buyer’s name and
below such Seller’s name on Exhibit A attached hereto, of which 4,550 Shares shall be subject to forfeiture by
each such Buyer to the extent the underwriters’ over-allotment option (as described in the Company’s registration statement
on Form S-1, as amended (File Number 333-189498) (the “Registration Statement”), under the Securities Act of
1933, as amended (the “Act”), relating to an underwritten public offering by the Company (the “Offering”))
is not exercised in full. In addition, a portion of the Shares held by each Buyer, in an amount equal to 25% of the Shares held
by each Buyer following any forfeiture, if any, as a result of the over-allotment option not being exercised in full (the “Buyer
Earnout Shares”), shall be subject to forfeiture by each Buyer as follows: (i) 50% of each Buyer’s Buyer Earnout
Shares shall be forfeited in the event that the last sales price of the Company’s stock does not equal or exceed $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 and (ii) 50% of each Buyer’s Buyer Earnout Shares shall be forfeited in the event that the
last sales price of the Company’s 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
(as described in the Registration Statement). The Buyers have paid to the Seller an aggregate amount of One Hundred Seventy
Five Dollars ($175) (the “Purchase Price”), in consideration of the assignment of the Shares as further set
forth opposite such Buyer’s name on Exhibit A attached hereto.


 


Section 2 No
Conflicts. Each party represents and warrants that neither the execution and delivery of this Assignment by such, nor the consummation
or performance by such party of any of transactions contemplated hereby, will with or without notice or lapse of time, constitute,
create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any
obligation required under any agreement to which it is a party.


 




    	 



    	 



    

 


Section 3 Investment
Representations. Each Buyer represents and warrants, with respect to himself only, as follows: Such Buyer hereby acknowledges
that an investment in the Shares involves certain significant risks. Such Buyer has no need for liquidity in its investment in
the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such Buyer acknowledges
and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance
with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with
all applicable lock-up restrictions on such Buyer (as described in the Registration Statement). Such Buyer further understands
that any certificates evidencing the Shares bear a legend referring to the foregoing transfer restrictions. Such Buyer also acknowledges
and hereby agrees that such Buyer shall return to the Company for cancellation, at no cost, (i) 4,550 Shares held by each
such Buyer to the extent the underwriters’ over-allotment (as described in the Registration Statement) is not exercised in
full and (ii) its Buyer Earnout Shares as follows: (A) 50% of each Buyer’s Buyer Earnout Shares shall be forfeited in the
event that the last sales price of the Company’s stock does not equal or exceed $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 and
(B) 50% of each Buyer’s Buyer Earnout Shares shall be forfeited in the event that the last sales price of the Company’s
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 (as described in the Registration
Statement).


 


The Shares are being
acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or
for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract,
undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given
the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions
of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller
possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability
of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any
person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor”
as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not
join the Board of Directors of the Company upon the consummation of the Offering (whether and either at the election of the Company
or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.


    


Section 4 Miscellaneous.
This Assignment, together with the certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter. This Assignment may be executed
in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same
instrument. This Assignment may not be amended, modified or waived as to any particular provision, except by a written instrument
executed by all parties hereto. Except as otherwise provided herein, no party hereto may assign either this Assignment or any of
its rights, interests, or obligations hereunder without the prior written approval of the other party.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF,
the undersigned have executed this Assignment to be effective as of the date first set forth above.


 


	 	GLOBAL EAGLE ACQUISITION LLC
	 	 
	 	By:	/s/ James A. Graf	 
	 	 	Name: James A. Graf
	 	 	Title: Vice President


 


	 	/s/ Dennis A. Miller	 
	 	Dennis A. Miller
	 	 
	 	BUYERS:
	 	 
	 	/s/ James M. McNamara	 
	 	James M. McNamara
	 	 
	 	/s/ Ernest Del	 
	 	Ernest Del





 


[Signature Page to Securities Assignment
Agreement]


 









    	 



    	 



    

 


EXHIBIT A


 


	BUYER	 	SHARES ASSIGNED BY 
GLOBAL EAGLE 
ACQUISITION, LLC	 	 	SHARES ASSIGNED BY 
DENNIS A. MILLER	 	 	Purchase Price	 
	James M. McNamara	 	 	33,250	 	 	 	1,750	 	 	$	87.50	 
	Ernest Del	 	 	33,250	 	 	 	1,750	 	 	$	87.50