Incorporation

Global Eagle Entertainment Inc. (the “Company”) was incorporated under the name Global Eagle Acquisition Corp. in Delaware on February 2, 2011 and changed its name by filing an Amended and Restated Certificate of Incorporation on January 31, 2013.

Sponsor

The company’s sponsor is Global Eagle Acquisition LLC, a Delaware limited liability company (the “Sponsor”). Members of the Sponsor include Harry E. Sloan, the Company’s former Chairman and Chief Executive Officer and current director, Jeff Sagansky, the Company’s former President and current director, and James A. Graf, the Company’s former Vice President, Chief Financial Officer, Treasurer and Secretary.

Fiscal Year End

The Company has selected December 31 as its fiscal year end.

Business Purpose

The Company was formed as a blank check company with no operations and as a vehicle to effect an initial business combination with one or more operating businesses. After the closing of the Company’s business combination on January 31, 2013 (the “Business Combination”), the Company became a holding company whose assets primarily consist of shares of its wholly owned subsidiary, Row 44, Inc., a Delaware corporation (“Row 44”), and its majority owned subsidiary, Advanced Inflight Alliance AG, a German corporation (“AIA”).

Financing

The registration statement for the Company’s initial public offering (the “Public Offering”) (as described in Note 3) was declared effective May 12, 2011. The Company consummated the Public Offering on May 18, 2011, and simultaneously with the closing of the Public Offering, the Sponsor purchased $7,000,000 of warrants in a private placement (as described in Note 4).

On May 18, 2011, $189,626,500 from the Public Offering and private placement was placed in the Trust Account (discussed below).

Trust Account

As of December 31, 2012, the trust account (the “Trust Account”) could either be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act  which invest only in direct U.S. government treasury obligations.

Except for a portion of interest income earned on the Trust Account balance that could be released to the Company to pay any taxes on such interest and to fund working capital requirements, and any amounts necessary for the Company to purchase up to 50% of the Company’s public shares (“Public Shares”) if the Company sought stockholder approval of an initial business combination, none of the funds held in trust could be released until the earlier of: (i) the consummation of the initial business combination; or (ii) the redemption of 100% of the shares of common stock included in the units being sold in the Public Offering if the Company was unable to consummate an initial business combination within 21 months from the closing of the Public Offering (subject to the requirements of law).

An initial business combination was subject to the following size, focus and stockholder approval provisions:

Size — The initial business combination had to occur with one or more target businesses that together had a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business combination. The Company could not complete an initial business combination unless it acquired 50% or more of the outstanding voting securities of a target company or was otherwise not required to register as an investment company under the Investment Company Act.

Focus — The Company’s efforts in identifying prospective target businesses were initially focused on businesses in the media or entertainment sectors but the Company could pursue opportunities in other business sectors.

Tender Offer/Stockholder Approval — The Company, after signing a definitive agreement for an initial business combination, could either (i) seek stockholder approval of the initial business combination at a meeting called for such purpose in connection with which stockholders could seek to redeem their shares, regardless of whether they vote for or against the initial business combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less franchise and income taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less franchise and income taxes payable. The decision as to whether the Company would seek stockholder approval of the initial business combination or would allow stockholders to sell their shares in a tender offer could be made by the Company, solely in its discretion, and was to be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company decided to seek stockholder approval, it could consummate its initial business combination only if a majority of the outstanding shares of common stock voted were voted in favor of the initial business combination. However, in no event could the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related initial business combination, and instead may search for an alternate initial business combination.

Regardless of whether the Company held a stockholder vote or a tender offer in connection with an initial business combination, a public stockholder had the right to redeem their shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less franchise and income taxes payable. As a result, such shares of common stock would be recorded at conversion/tender value and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board, or FASB, ASC Topic 480, “Distinguishing Liabilities from Equity.”

Permitted Purchase of Public Shares — If the Company sought stockholder approval prior to the initial business combination and did not conduct redemptions pursuant to the tender offer rules, prior to the initial business combination, the Company’s Amended and Restated Certificate of Incorporation permits the release to the Company from the Trust Account, amounts necessary to purchase up to 50% of the shares sold in the Public Offering. All shares so purchased by the Company would be immediately cancelled.

Liquidation

If the Company did not consummate an initial business combination by February 18, 2013, the Company was required to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest but net of franchise and income taxes payable (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and subject to the requirement that any refund of income taxes that were paid from the Trust Account which is received after such redemption shall be distributed to the former Public Stockholders, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

In the event of liquidation, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Account assets) would be less than the Public Offering price per share in the Public Offering (assuming no value is attributed to the warrants contained in the units to be offered in the Public Offering discussed in Note 3).