Exhibit 10.1

     

    PROMISSORY
NOTE

     

    
      	
              Not
      to Exceed $200,000

            	
              February
      2, 2011

            


    

     

    FOR VALUE
RECEIVED, the undersigned Global Eagle Acquisition Corp., a Delaware corporation
(“Maker” or the “Company”), whose address is 10900 Wilshire Blvd., Suite 1500,
Los Angeles, CA 90024, hereby unconditionally promises to pay to the order of
Global Eagle Acquisition LLC, a Delaware limited liability company (“Payee”), at
Payee’s office at 10900 Wilshire Blvd., Suite 1500, Los Angeles, CA 90024, the
sum of TWO HUNDRED THOUSAND DOLLARS ($200,000) or such lesser amount as shall
have been advanced by Payee to Maker and shall remain unpaid under this note
(“Note”), in legal and lawful money of the United States of
America.

     

    Payee may
make advances to Maker from time to time under this Note; provided, however,
that notwithstanding anything to the contrary herein, at no time shall the
aggregate of all advances and readvances outstanding under this Note exceed
$200,000.

     

    This is a
non-interest bearing Note.

     

    The
entire unpaid principal balance of this Note shall be due and payable upon the
earlier of August 1, 2011 or the consummation of a public offering of the
Company’s securities.

     

    If
payment of this Note or any installment of this Note is not made when due, the
entire indebtedness hereunder, at the option of Payee, shall immediately become
due and payable, and Payee shall be entitled to pursue any or all remedies to
which Payee is entitled hereunder, or at law or in equity.

     

    This Note
may be prepaid, in whole or in part, without penalty. This Note may not be
changed, amended or modified except in a writing expressly intended for such
purpose and executed by the party against whom enforcement of the change,
amendment or modification is sought. The loan evidenced by this Note is made
solely for business purposes and is not for personal, family, household or
agricultural purposes.

     

    THIS NOTE
IS BEING EXECUTED AND DELIVERED, AND IS INTENDED TO BE PERFORMED, IN THE STATE
OF CALIFORNIA. EXCEPT TO THE EXTENT THAT THE LAWS OF THE UNITED STATES MAY APPLY
TO THE TERMS HEREOF, THE SUBSTANTIVE LAWS OF THE STATE OF CALIFORNIA SHALL
GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS NOTE.
IN THE EVENT OF A DISPUTE INVOLVING THIS NOTE OR ANY OTHER INSTRUMENTS EXECUTED
IN CONNECTION HEREWITH, THE UNDERSIGNED PARTIES IRREVOCABLY AGREE THAT VENUE FOR
SUCH DISPUTE SHALL LIE IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF
CALIFORNIA.

     

    Service
of any notice by Maker to Payee or by Payee to Maker, shall be mailed, postage
prepaid by certified United States mail, return receipt requested, at the
address for such party set forth in this Note, or at such subsequent address
provided to the other party hereto in the manner set forth in this paragraph for
all notices. Any such notice shall be deemed given three (3) days after deposit
thereof in an official depository under the care and custody of the United
States Postal Service.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Should
the indebtedness represented by this Note or any part thereof be collected at
law or in equity or through any bankruptcy, receivership, probate or other court
proceedings or if this Note is placed in the hands of attorneys for collection
after default, the undersigned and all endorsers, guarantors and sureties of
this Note jointly and severally agree to pay to the holder of this Note, in
addition to the principal and interest due and payable hereon, reasonable
attorneys’ and collection fees.

     

    The
undersigned and all endorsers, guarantors and sureties of this Note and all
other persons liable or to become liable on this Note severally waive
presentment for payment, demand, notice of demand and of dishonor and nonpayment
of this Note, notice of intention to accelerate the maturity of this Note,
notice of acceleration, protest and notice of protest, diligence in collecting,
and the bringing of suit against any other party, and agree to all renewals,
extensions, modifications, partial payments, releases or substitutions of
security, in whole or in part, with or without notice, before or after
maturity.

     

    The
undersigned hereby expressly and unconditionally waives, in connection with any
suit, action or proceeding brought by the payee on this Note, any and every
right it may have to (i) injunctive relief, (ii) a trial by jury, (iii)
interpose any counterclaim therein and (iv) have the same consolidated with any
other or separate suit, action or proceeding. Nothing herein contained shall
prevent or prohibit the undersigned from instituting or maintaining a separate
action against payee with respect to any asserted claim.

     

    This Note
represents the final agreement between the parties and may not be contradicted
by evidence of prior, contemporaneous or subsequent oral agreements of the
parties.

     

    [Signature
page follows]


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    EXECUTED
AND AGREED as of the dated first above written.

     

    
      
        	
                GLOBAL EAGLE ACQUISITION
      CORP.,

              
	
                a
      Delaware corporation

              
	 
      	 
      
	
                By:

              	
                /s/ James A. Graf

              
	 
      	
                Name:
      James A. Graf

              
	 
      	
                Title:
      Vice President

              


      

    

    


    [Signature
Page to Promissory Note]