On January 31, 2013, the Company consummated a business combination transaction consisting of (i) a merger pursuant to an Agreement and Plan of Merger and Reorganization dated as of November 8, 2012 (the “Merger Agreement”), by and among the Company, EAGL Merger Sub Corp., a Delaware corporation (“Merger Sub”), and Row 44, Inc., a Delaware corporation (“Row 44”), pursuant to which Merger Sub merged with an into Row 44, with Row 44 surviving, and each share of common stock of Row 44 was exchanged into shares of common stock of the Company and (ii) a stock purchase pursuant to a Stock Purchase Agreement dated as of November 8, 2012 (the “Stock Purchase Agreement”), by and between the Company and PAR Investment Partners, L.P., a Delaware limited partnership (“PAR”), pursuant to which the Company purchased from PAR all of the shares of common stock of AIA owned by PAR in exchange for shares of non-voting common stock of the Company. The transactions consummated by the Merger Agreement and Stock Purchase Agreement are collectively referred to as the “Business Combination”.

The Company also consummated the transactions contemplated by an Amended and Restated Common Stock Purchase Agreement with PAR and a Common Stock Purchase Agreement with Putnam Capital Spectrum Fund and Putnam Equity Spectrum Fund (“Putnam”), each dated November 8, 2012 (collectively, the “Backstop Agreements”).

Gross consideration payable by the Company to Row 44 equity holders under the Merger Agreement was $250,000,000. Gross consideration payable to PAR under the Stock Purchase Agreement was $143,682,330.

Prior to the consummation of the Business Combination, each outstanding unit of the Company was separated into its component common stock and warrant, each of which is now treated as described above.

In connection with the consummation of the Business Combination, the Company redeemed a total of 10,164,081 shares of its common stock pursuant to the terms of the Company’s previous amended and restated certificate of incorporation, resulting in a total payment to redeeming stockholders of $101,286,083.57. Additionally, the Company issued a total of 44,899,018 shares of capital stock in the Business Combination, including 4,750,000 shares of non-voting common stock to PAR and 2,375,000 shares of voting common stock to Putnam, representing the maximum obligations under their respective Backstop Agreements and resulting in the termination of their respective purchase options to acquire additional shares of the Company.

Following the Business Combination, there were 54,842,888 shares of capital stock of the Company issued and outstanding, consisting of (i) 35,724,655 shares of common stock (excluding 3,053,634 shares of common stock held by AIA, a majority-owned subsidiary of the Company) and (ii) 19,118,233 shares of non-voting common stock; and there were warrants exercisable for 28,840,629 shares of Company common stock, consisting of (i) warrants exercisable for 26,659,167 shares of Company common stock issued pursuant to the warrant agreement entered into in connection with the Public Offering and (ii) warrants exercisable for 2,181,462 shares of Company common stock assumed by the Company in connection with Business Combination.