Exhibit 10.6 


 


SECOND AMENDED AND RESTATED


SPONSOR WARRANTS PURCHASE AGREEMENT


 


THIS SECOND AMENDED
AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of July 11, 2013 (as it may from time to time be amended and including
all exhibits referenced herein, this “Agreement”), by and among Silver Eagle Acquisition Corp., a Delaware corporation
(f/k/a Global Eagle Acquisition Corp. II) (the “Company”), and each of the parties set forth on the signature page
hereto under “Purchasers” (the “Purchasers”), amends and restates in its entirety, the Sponsor Warrants
Purchase Agreement made as of April 16, 2013, as amended and restated on June 18, 2013, by and among the parties hereto.


 


The Company intends
to consummate a public offering of the Company’s units (the “Public Offering”), each unit consisting of one share
of the Company’s common stock, par value $0.0001 per share (a “Share”), and one warrant. Each warrant entitles
the holder to purchase one-half of one Share at an exercise price of $5.75 per half Share. The Purchasers have agreed to purchase
an aggregate of 13,500,000 warrants (or up to 15,000,000 warrants if the over-allotment option in connection with the Public Offering
is exercised in full) (the “Sponsor Warrants”), each Sponsor Warrant entitling the holder to purchase one Share at
an exercise price of $5.75 per half Share.


 


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


 


AGREEMENT


 


Section 1.Authorization,
Purchase and Sale; Terms of the Sponsor Warrants.


 


A.Authorization
of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchasers.


 


B.Purchase and
Sale of the Sponsor Warrants. On the date that is one business day prior to the date of the consummation of the Public Offering
or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Closing Date”),
the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, the Sponsor Warrants set
forth opposite such Purchaser’s name on Exhibit A to this Agreement at a price of $0.50 per warrant for an aggregate
purchase price of $6,750,000 (or up to $7,500,000 if the over-allotment option in connection with the Public Offering is exercised
in full) (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company
in accordance with the Company’s wiring instructions. On the Closing Date, upon the payment by the Purchasers of the Purchase
Price set forth opposite such Purchaser’s name on Exhibit A to this Agreement by wire transfer of immediately available
funds to the Company, the Company shall deliver a certificate evidencing the Sponsor Warrants duly registered in such Purchaser’s
name to each Purchaser.


 






    	 



    	 



    

 


C.Terms of the
Sponsor Warrants.


 


(i)Each Sponsor
Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection
with the Public Offering (a “Warrant Agreement”).


 


(ii)At the time
of the closing of the Public Offering, the Company and the Purchasers shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchasers relating to the
Sponsor Warrants and the Shares underlying the Sponsor Warrants.


 


Section 2.Representations
and Warranties of the Company. As a material inducement to the Purchasers to enter into this Agreement and purchase the Sponsor
Warrants, the Company hereby represents and warrants to the Purchasers (which representations and warranties shall survive the
Closing Date) that:


 


A.Organization
and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the
State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be
expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and
the Warrant Agreement.


 


B.Authorization;
No Breach.


 


(i)The execution,
delivery and performance of this Agreement and the Sponsor Warrants have been duly authorized by the Company as of the Closing
Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon
issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Sponsor Warrants
will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.


 


(ii)The execution
and delivery by the Company of this Agreement and the Sponsor Warrants, the issuance and sale of the Sponsor Warrants, the issuance
of the Shares of common stock upon exercise of the Sponsor Warrants and the fulfillment of and compliance with the respective terms
hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the
terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security
interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require
any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative
or governmental body or agency pursuant to the Certificate of Incorporation of the Company or the By Laws of the Company, or any
material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which
the Company is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C.Title to Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon
exercise of the Sponsor Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with,
and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchasers will have good title to the Sponsor Warrants
and the Shares issuable upon exercise of such Sponsor Warrants, free and clear of all liens, claims and encumbrances of any kind,
other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions
under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchasers.


 






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D.Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
Company of any other transactions contemplated hereby.


 


Section 3.Representations
and Warranties of the Purchasers. As a material inducement to the Company to enter into this Agreement and issue and sell the
Sponsor Warrants to the Purchasers, each Purchaser hereby, severally and not jointly, represents and warrants to the Company (which
representations and warranties shall survive the Closing Date) that:


 


A.Organization
and Requisite Authority. Such Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


B.Authorization;
No Breach.


 


(i)This Agreement
constitutes a valid and binding obligation of such Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)The execution
and delivery by such Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by such Purchaser
does not and shall not as of the Closing Date conflict with or result in a breach by such Purchaser of the terms, conditions or
provisions of any agreement, instrument, order, judgment or decree to which such Purchaser is subject.


 


C.Investment
Representations.


 


(i)Such Purchaser
is acquiring the Sponsor Warrants and, upon exercise of the Sponsor Warrants, the Shares issuable upon such exercise (collectively,
the “Securities”) for such Purchaser’s own account, for investment purposes only and not with a view towards,
or for resale in connection with, any public sale or distribution thereof.


 


(ii)Such Purchaser
is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D.


 


(iii)Such Purchaser
understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy
of, and such Purchaser’s compliance with, the representations and warranties of such Purchaser set forth herein in order
to determine the availability of such exemptions and the eligibility of such Purchaser to acquire such Securities.


 






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(iv)Such Purchaser
decided to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule
502(c) under the Securities Act of 1933, as amended (the “Securities Act”).


 


(v)Such Purchaser
has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to
the offer and sale of the Securities which have been requested by such Purchaser. Such Purchaser has been afforded the opportunity
to ask questions of the executive officers and directors of the Company. Such Purchaser understands that its investment in the
Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision with respect to the acquisition of the Securities.


 


(vi)Such Purchaser
understands that no United States federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by such
Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)Such Purchaser
understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold
in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither
the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder. In this regard, such Purchaser understands that the
Securities and Exchange Commission has taken the position that promoters or affiliates of a blank check company and their transferees,
both before and after a Business Combination, are deemed to be “underwriters” under the Securities Act when reselling
the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not
be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the
Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements
of the Securities Act.


 


(viii)Such Purchaser
has such knowledge and experience in financial and business matters, know of the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, are capable of evaluating the merits and risks of
an investment in the Securities and are able to bear the economic risk of an investment in the Securities in the amount contemplated
hereunder for an indefinite period of time. Such Purchaser has adequate means of providing for their current financial needs and
contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in
the Securities. Such Purchaser can afford a complete loss of their investments in the Securities.


 






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Section 4.Conditions
of the Purchasers’ Obligations. The obligation of the Purchasers to purchase and pay for the Sponsor Warrants are subject
to the fulfillment, on or before the Closing Date, of each of the following conditions:


 


A.Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at
and as of the Closing Date as though then made.


 


B.Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before the Closing Date.


 


C.No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


D.Warrant Agreement.
The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to each of the Purchasers.


 


Section 5.Conditions
of the Company’s Obligations. The obligations of the Company to the Purchasers under this Agreement are subject to the
fulfillment, on or before the Closing Date, of each of the following conditions:


 


A.Representations
and Warranties. The representations and warranties of the Purchasers contained in Section 3 shall be true and correct
at and as of the Closing Date as though then made.


 


B.Performance.
The Purchasers shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Purchasers on or before the Closing Date.


 


C.Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Sponsor Warrants hereunder.


 


D.No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


E.Warrant Agreement.
The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section 6.Termination.
This Agreement may be terminated at any time after December 31, 2013 upon the election by either the Company or a Purchaser entitled
to purchase a majority of the Sponsor Warrants upon written notice to the other parties if the closing of the Public Offering does
not occur prior to such date.


 






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Section 7.Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the Closing Date.


 


Section 8.Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement
on Form S-1 the Company plans to file with the Securities and Exchange Commission, under the Securities Act.


 


Section 9.Miscellaneous.


 


A.Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement,
other than assignments by the Purchasers to affiliates thereof (including, without limitation one or more of its members).


 


B.Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C.Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement.


 


D.Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example
rather than by limitation.


 


E.Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall
be construed in accordance with the internal laws of the State of Delaware.


 


F.Amendments.
This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by all parties hereto.


 


[Signature page follows]


 






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


 


	 	COMPANY:
	 	 
	 	SILVER EAGLE ACQUISITION CORP.
	 	 	 
	 	By:	/s/ James A. Graf
	 	 	Name: James A. Graf
	 	 	Title: Vice President
	 	 	 
	 	PURCHASERS:
	 	 	 
	 	GLOBAL EAGLE ACQUISITION LLC
	 	 	 
	 	By:	/s/ James A. Graf
	 	 	Name: James A. Graf
	 	 	Title: Vice President
	 	 	 
	 	/s/ Dennis A. Miller
	 	Dennis A. Miller




 



    	 



    	 



    

 





Exhibit A


 


	Name	 	Number of Sponsor Warrants if Over-Allotment Option is Not Exercised	 	 	Purchase Price if Over-Allotment Option is Not Exercised	 	 	Number of Sponsor Warrants if Over-Allotment Option is Exercised in Full	 	 	Purchase Price if Over-Allotment Option is Exercised in Full	 
	Global Eagle Acquisition LLC	 	 	12,825,000	 	 	$	12,825,000	 	 	 	14,250,000	 	 	$	14,250,000	 
	Dennis Miller	 	 	675,000	 	 	$	675,000	 	 	 	750,000	 	 	$	750,000