EFTA01369731.pdf

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