Global Eagle Entertainment Inc. c/o Row 44, Inc. 4353 Park Terrace Drive, Suite 100 Westlake Village, CA 91361 October 1, 2013

Re:    Offer of Employment

Dear Jay,

Global Eagle Entertainment Inc. (the “Company”) is pleased to offer you employment on the following terms:

1.Position. Your title will be Senior Vice President and General Counsel and you will report to the Chief Financial Officer of the Company. You will be the senior most legal officer of the Company. This is a full-time position in the Company’s Marina Del Rey, California office (when officially opened). By signing this letter agreement (this “Agreement”), you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

2.Period of Employment. Subject to Section 7 below, your employment with the Company will commence October 1, 2013 (“Commencement Date”) and continue until you resign from the Company or your employment with the Company is terminated (the “Employment Period”).

3.Cash Compensation. The Company will pay you a starting “base” salary at the rate of $310,000 per year, less applicable withholdings and payroll taxes, payable in accordance with the Company’s standard payroll schedule. The first payment will be due to you on the Commencement Date. In addition to the foregoing base salary, subject to achieving certain performance milestones to be agreed upon in writing between you and your supervisor, you will be eligible for an annual performance bonus targeted at 25% of your annual base salary and not exceeding 75% of your annual base salary; provided, that, final determination of eligibility and payment of all performance bonuses shall be subject to the complete discretion of the Board of Directors of the Company.

4.Relocation Benefit. Promptly following the Commencement Date, the Company will reimburse you the amounts set forth on the table below in connection with your home lease in London; provided, that, you will actively use your best efforts, including hiring an agent, to sublease the property or be released from the lease as soon as possible, in which case, the amount of the sublease shall be deducted from the payments below, or, if you are fully released from the lease, the payments shall cease.

5.Equity Incentive. You have been granted an option to purchase 350,000 shares of the Company’s Common Stock. The exercise price per share will be equal to the fair market value per share on the date the option was granted ($9.87 per share). The option will be subject to the terms and conditions applicable to options granted under the Company’s 2013 Equity Incentive Plan (the “Plan”). 25% of your option shares will vest after twelve (12) months of continuous service, and the balance will vest in equal monthly installments over the following thirty six (36) months of continuous service, as described in the Plan. Any shares of Common Stock that you acquire through the exercise of any vested options may be subject to certain repurchase rights of the Company, as further set forth in the Plan.

6.Severance Pay. If, during the Employment Period, your employment with the Company is terminated by the Company with Cause, or if you resign for any reason, then you will only be entitled to receive your base salary through the date of termination and will not be entitled to any other salary, bonus, severance, compensation or benefits from the Company or affiliates thereafter, other than those expressly required under applicable law (such as the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If your employment with the Company is terminated by the Company without Cause during the Employment Period, and, within twenty-one (21) days of your termination you execute a general release in favor of the Company, its subsidiaries and their affiliates in the standard form provided by the Company and such release becomes effective and is not revoked, and you comply with the terms of this Agreement, you will be entitled to receive your base salary and medical benefits for a period equal to six (6) months after the date of termination. The severance payments payable to you pursuant to this offer letter will be paid over the six (6) months after the date of termination in accordance with the Company’s normal payroll practices. Notwithstanding the foregoing, for so long as the Company is a “public company” within the meaning of Internal Revenue Code Section 409A, any amounts payable to you during the first six (6) months and one (1) day following the date of termination pursuant to this section will be deferred until the date which is six (6) months and one (1) day following such termination, and if such payments are required to be so deferred the first payment will be in an amount equal to the total amount to which you would otherwise have been entitled during the period following the date of termination of employment if deferral had not been required. For purposes of this offer letter, “Cause” will mean (i) the commission of a felony or other crime involving moral turpitude or the commission of any other act or omission involving misappropriation, dishonesty, unethical business conduct, disloyalty, fraud or breach of fiduciary duty, (ii) reporting to work under the influence of alcohol, (iii) the use of illegal drugs (whether or not at the workplace) or other conduct, even if not in conjunction with his duties hereunder, which could reasonably be expected to, or which does, cause the Company or any of its Subsidiaries material public disgrace, disrepute or economic harm, (iv) repeated failure to perform duties as reasonably directed by the Board and/or the Company’s principal executive officer, (v) gross negligence or willful misconduct with respect to the Company or affiliates or in the performance of your duties hereunder, (vi) obtaining any personal profit not thoroughly disclosed to and approved by the Board in connection with any transaction entered into by, or on behalf of, the Company, its subsidiaries or any of their affiliates, or (vii) materially violating any of the terms of the Company’s, its subsidiaries’ or any of their affiliates’ rules or policies which, if curable, is not cured to the Board’s satisfaction within fifteen (15) days after written notice thereof to you, or any other breach of this offer letter or any other agreement between you and the Company or any of its Subsidiaries which, if curable, is not cured to the Board’s satisfaction within fifteen (15) days after written notice thereof to you.

7.Employee Benefits. You will be entitled to receive standard employee benefits made available by the company to its employees to the full extent of your eligibility. Details of these benefits will be provided to you under separate cover. At present, the Company offers medical, dental, vision, and 401K plans. The Company shall reimburse you for all reasonable business expenses actually incurred or paid by you in the performance of your services on behalf of the Company in accordance with the Company’s expense reimbursement policy. You will be entitled to fifteen (15) days of personal time off per year and the other holidays normally observed by the Company during the year.

8.Proprietary Information and Inventions Agreement. As a condition of your employment with the Company, please sign the Company’s Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Attachment A.

9.Employment Relationship. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this letter agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you).

10.Outside Activities. While you render services to the Company, you agree that you will not engage in any other employment, consulting or other business activity without the prior written consent of the Chief Executive Officer. While you render services to the Company, you also will not assist any person or entity in competing with the Company, in preparing to compete with the Company or in hiring any employees or consultants of the Company.

11.Withholding Taxes. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

12.Drug Testing and Background Check. As a condition to your employment with the Company, you acknowledge that the Company requires that a drug test be performed within 72 hours of your acceptance of the offer of employment

set forth in this letter. You further acknowledge that if you (a) refuse to submit to any requested drug test for any reason, (b) test positive for the presence of illegal drugs, or (c) fail to take the test within 72 hours, the offer of employment made to you in this letter may be rescinded by the Company without liability. Also as a condition of employment by the Company, you hereby authorize the Company to conduct a background check prior to the Commencement Date, which will include a criminal investigation and verification of citizenship/immigration status, employment history, and education. In that regard, you acknowledge and agree that the offer of employment set forth in this letter is contingent upon the completion of a background investigation to the satisfaction of the Company. In consideration for the offer of employment set forth herein, you hereby waive any and all claims that you may have against the Company for invasion of your privacy in respect of the drug testing and background checks referenced above.

13.Entire Agreement. This letter agreement (including Attachment A and B, hereto) supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company.