ESCROW AGREEMENTEscrow Agreement • February 8th, 2013 • Par Capital Management Inc • Blank checks • New York
THIS ESCROW AGREEMENT (this “Escrow Agreement”) is made and entered into as of January 31, 2013, by and among Global Eagle Entertainment Inc., a Delaware corporation (“Parent”), PAR Investment Partners, L.P., a Delaware limited partnership, solely in its capacity as Stockholders’ Agent pursuant to the Merger Agreement (as defined below) (the “Stockholders’ Agent,” and together with Parent, sometimes referred to individually as a “Party” or collectively as the “Parties”), and American Stock Transfer & Trust Company LLC (the “Escrow Agent”).
PREFERRED STOCK PURCHASE WARRANT OF ROW 44, INC.Preferred Stock Purchase Warrant • February 8th, 2013 • Par Capital Management Inc • Blank checks • Delaware
THIS CERTIFIES THAT, for value received, PAR Investment Partners, L.P., together with its successors and registered assigns (the “Holder”), is entitled to subscribe for and purchase, on the terms hereof, that number of shares of the Series C-2 Preferred Stock, par value $0.0001 per share (the “Series C-2 Stock”), of Row 44, Inc., a Delaware corporation (the “Company”), set forth below, subject to the following terms and conditions:
