EFTA Document EFTA01369731

• • " AIX -ALLIANCE r. Pro forma capitalization Share price" Diluted shares:. $10.04 579 Equity market value 5579 Net debt 3' (138) Minority interest 24 AIA stake in Row 44 (30) TEV $436 Note: Units in million, except per share data. (1) Share price as of 1/31113. (2) Diluted shares includes 37.7mm shares issued to the sellers. 8.8mm shares owned by GEAC public shareholders, 7.1mm shares held by backstop and 0 2m shares owned by Azleai sponsor. (3) Represents 5149.3mm in combined proforma cash and equmalents, $11.4mm in short. term debt and 538k in non- current notes payable. Comparables 301bi flex 10.0x 17.9x 15-the 13Ax Deutsche Bank Corporate Banking & Securities (a) Global Eagle Acquisition Corp. acquisition of Row 44, Inc. and 86% of Advance Inflight Alliance AG Transaction overview - Global Eagle Acquisition Corp. ("GEAC) announced a business combination with Row 44. Inc. and a 86% stake in Advance Inflight Alliance AG ('AIA`) from PAR Capital Management ("PAW). renamed Global Eagle Entertainment Inc. (NASDAQ: ENT)on November 8, 2012 - transaction closed on January 31, 2013 - GEAC is a Special Purpose Acquisition Company which raised $189.9mm in its May 2011 IPO - Entered into two separate backstop agreements for each share of common stock tendered for redemption - PAR agreed to purchase shares up to a maximum of 4.750.000 shares at $10.00 per share. - Putnam Equity Fund ("Putnam") agreed to purchase shares up to a maximum of 2.375,000 shares at $10.00 per share - Special shareholder meeting was held on January 31. 2013 to approve the transaction - 94% of the outstanding shares were voted in favor of the transaction and none against 10.161,081 shares ($101.3mm) were redeemed by public shareholders at 59.97 and 8.828.419 shares ($88.6mm) were unredeemed - Combined entity adjusted EBITDA expected o grow to $75.0mm Summary of deal terms Structure Consideration Approval Warrant Management Board of directors - Global Eagle, Row 44 and MA became subsidiaries of new parent holding company, Global Eagle Entertainment Inc. - 23.405,785 shares of GEAC common stock to acquire 100% of Row 44 - 14.368.233 shares of GEAC non-voting common stock in exchange for PAR's 86% stake in AIA - 94% of shares voted in favor (none against) - 10.161,081 shares redeemed - No change to warrant structure - To include existing management team of Row 44 and AIA - John LaValle (CEO). David M. Davis (CFO), Edward L. Shapiro (Chairman). Louis Belanger- Martin. Hwy E. Sloan, Jeff Sagansky, Jeffrey A. Leddy, Jeffrey E. Epstein Row 44 and AIA overview Pro forma ownership structure Row 44 is a global satellite-based broadband services provider to the worldwide commercial airline industry provides passengers with Internet access, live television, on-demand Shares Ownership media, shopping and flight and destination information Shares issued to acquire Row 44 23.405,785 40 4% - currently installed on more than 400 aircraft worldwide, Row 44 services the largest fleet of connected entertainment enabled planes that operate over land and sea Shares issued to acquire AIA 14368.233(0 248% AIA is the leading provider of content services. products and solutions for the in-flight entertainment (IFE) market Putnam and PAR backstop 7.125000 123% - pioneers in the IFE content industry, providing movies and TV programming. audio, games. applications and creative solutions to 130 of the Ingrid's most important commercial airlines Shares owned by GEAC public shareholders ' 8,828.419 15.2% - offers over 30 hours per week of local news coverage - core business, is divided in two separate reportable operating segments, Content Service Providing (CSP) and Content Shares owned by GEAC sponsor 4,169.085,c 7 2% - Content focuses on marketing film distribution right - CSP services range from selection, purchase, production and technical adjustment of content and customer support Total shares 67.896,622 100.0% Includes shares related to AlA's 3,053,634 shares held in Global Eagle Entertainment Inc. In June 2012, ALA AG had acquired a minority interest of 11.6% in Row 44 and paid approximately USD 25 million in MA AG shares (capital increase against contributions in kind). Post-redemption figures. Asa result of the underwriters' partial exercise of their over-alotment option for our PO. the Sponsor forfeited an aggregate of 248,598 founder shares on May 18. 2011. 45 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062166 CONFIDENTIAL SDNY_GM_00208350 EFTA01369731