THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT
This THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT, dated as of April 15, 2020 (this “Amendment”), is entered into by and among GLOBAL EAGLE ENTERTAINMENT INC., a Delaware corporation (the “Company”), the Guarantors identified on the signature pages hereto (the “Guarantors” and, together with the Company being collectively referred to as the “Note Parties”), and the Purchasers (as defined below) party hereto, and is made with reference to the Securities Purchase Agreement, dated as of March 8, 2018, as amended and/or supplemented by the First Amendment to Securities Purchase Agreement, dated as of March 27, 2018, the Joinder to Securities Purchase Agreement, dated as of March 27, 2018, and the Second Amendment to Securities Purchase Agreement and Amendment to Security Agreement, dated as of July 19, 2019 (as so amended and/or supplemented, the “Purchase Agreement”), among the Company, the Guarantors party thereto from time to time and the purchasers party thereto (collectively, the “Purchasers” and, individually, a “Purchaser”).
W I T N E S S E T H:
WHEREAS, pursuant to Section 13.8 of the Purchase Agreement, the Company and the Requisite Purchasers (as defined in the Purchase Agreement) may amend the Purchase Agreement for certain purposes; and
WHEREAS, the Company has requested that the Purchasers consent to certain matters, and amend the Purchase Agreement, in each case, as set forth herein and, subject to the terms and conditions set forth in this Amendment, the Collateral Agent and the Purchasers party hereto (constituting at least the Requisite Purchasers) hereby agree to such request.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
SECTION 1. Definitions. Each capitalized term used and not otherwise defined in this Agreement shall have the meaning assigned to such term in the Purchase Agreement after giving effect to this Amendment (the “Amended Purchase Agreement”).
SECTION 2. Amendments to the Purchase Agreement. Upon the occurrence of the Effective Date (as defined in Section 4 hereof), the following amendments are hereby made to the Purchase Agreement:
(a) Section 7.1(a) of the Purchase Agreement is hereby amended by adding the following proviso at the end thereof:
“provided that, solely with respect such financial statements to be provided for the fiscal year ended December 31, 2019, (i) the Company shall not be required to deliver such financial statements to the Collateral Agent until the date that is 30 days after the applicable filing deadline therefor under the Exchange Act (currently 30 days after May 14, 2020) (as such deadline may be extended from time to time by an order of the U.S. Securities Exchange Commission) and (ii) such financial statements may be subject to a “going concern” qualification;”.