SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-102)

INFORMATION INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No.     )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d 1(e), 240.13d 1(f) or 240.13d 1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Statement on Schedule 13D relates to shares of common stock (the “Common Stock”), par value $0.0001 per share (the “Shares”), of Global Eagle Entertainment Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive office is 10900 Wilshire Blvd. Suite 1500, Los Angeles, California 90024. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2 (a) – (c). This statement is being filed by the following persons: PAR Investment Partners, L.P., a Delaware limited partnership (“PAR Investment Partners”), PAR Group, L.P., a Delaware limited partnership (“PAR Group”) and PAR Capital Management, Inc., a Delaware corporation (“PAR Capital Management”). PAR Investment Partners, PAR Group and PAR Capital Management are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

The principal business of PAR Investment Partners is that of a private investment partnership engaging in the purchase and sale of securities for its own account and its address is One International Place, Suite 2401, Boston, MA 02110.

The sole general partner of PAR Investment Partners is PAR Group. The principal business of PAR Group is to act as the general partner of PAR Investment Partners and its address is One International Place, Suite 2401, Boston, MA 02110.

The sole general partner of PAR Group, is PAR Capital Management. The principal business of PAR Capital Management is to act as the general partner of PAR Group and its address is One International Place, Suite 2401, Boston, MA 02110.

Paul A. Reeder, III is the President and sole director of PAR Capital Management. Each of Frederick S. Downs, Jr., Arthur G. Epker, III and Edward L. Shapiro is a Vice President of PAR Capital Management. Steven M. Smith is the Chief Operating Officer and General Counsel of PAR Capital Management. The business address of each of Mr. Reeder, Mr. Downs, Mr. Epker, Mr. Shapiro and Mr. Smith is One International Place, Suite 2401, Boston, MA 02110.

The Shares to which this Schedule 13D relates are owned by PAR Investment Partners.

Item 2 (d) – (e). During the last five years, none of the persons identified in this Item 2 has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Item 2 (f). Each natural person identified in this Item 2 is a citizen of the United States.

The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3, as applicable.

Merger Agreement

As more fully described in the definitive proxy statement (the “Proxy Statement”) filed by the Issuer with the SEC on January 17, 2013, pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of November 8, 2012, by and among the Issuer, EAGL Merger Sub Corp. (“Merger Sub”), Row 44, Inc. (“Row 44”) and PAR Investment Partners, Merger Sub merged with and into Row 44 (the “Merger”) at a closing occurring on January 31, 2013 (the “Merger Closing”). At the Merger Closing, PAR Investment Partners’ shares of capital stock of Row 44 were converted into the right to receive an aggregate of 9,850,266 shares of Common Stock (based on a price of $10.00 per share of Common Stock). In addition, at the Merger Closing, the Issuer assumed warrants (the “Warrants”) to purchase shares of capital stock of Row 44 held by PAR Investment Partners, with the terms of the Warrants being adjusted such that as of immediately following the Merger Closing such Warrants represented the right to acquire an aggregate of 509,512 shares of Common Stock (of which 477,393 of such shares are subject to a Warrant having an exercise price of $8.62 per share, and 32,119 of such shares are subject to Warrants having an exercise price of $23.35 per share). The Warrants are fully vested and exercisable.

Stock Purchase Agreement

As more fully described in the Proxy Statement, pursuant to a Stock Purchase Agreement (the “AIA Stock Purchase Agreement”), dated as of November 8, 2012, between the Issuer and PAR Investment Partners, concurrently with the Merger Closing, PAR Investment Partners sold to the Issuer 20,464,581 shares of Advanced Inflight Alliance AG (“AIA Shares”) held by PAR Investment Partners (valued at approximately $143.7 million) in exchange for 14,368,233 shares of non-voting common stock, par value $0.0001 per share, of the Issuer (the “Non-Voting Common Stock”) (based on a price of $10.00 per share of Non-Voting Common Stock). The AIA Shares acquired by the Issuer pursuant to the AIA Stock Purchase Agreement represented approximately 86% of the outstanding shares of Advanced Inflight Alliance AG. The shares of Non-Voting Common Stock are convertible into voting Common Stock on a share for share basis upon the earlier to occur of (a) the election by a holder of such shares, on or after October 31, 2013, to convert such shares, and (b) the transfer of a holders’ shares of Non-Voting Common Stock to any person that results in PAR Investment Partners no longer being the “beneficial owner” of such shares for purposes Section 13(d) of the Act.

Backstop Agreement

As more fully described in the Proxy Statement, pursuant to the Amended and Restated Common Stock Purchase Agreement (the “Backstop Agreement”), dated as of November 8, 2012, between the Issuer and PAR Investment Partners, concurrently with the Merger Closing, PAR Investment Partners purchased from the Issuer an additional 4,750,000 shares of Non-Voting Common Stock for a cash purchase price of $10.00 per share.

Registration Rights Agreement

As more fully described in the Proxy Statement, in connection with the transactions contemplated by the Merger Agreement and the AIA Stock Purchase Agreement, PAR Investment Partners entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), dated as of January 31, 2013, with the Issuer and the parties named on the signature pages thereto (collectively, the “Holders”).

Resale Shelf Registration Statement

The Registration Rights Agreement provides that the Issuer will prepare and file a resale shelf registration statement (the “Resale Shelf Registration Statement”) covering the resale of shares of Common Stock that constitute the registrable securities (the “Registrable Securities”) held by the Holders, including Registrable Securities held by PAR Investment Partners, no later than February 11, 2013. Pursuant to the Registration Rights Agreement, the Issuer is required to maintain the effectiveness of the Resale Shelf Registration Statement for so long as any Registrable Securities are outstanding.

Piggy-Back Registration

Under the Registration Rights Agreement, if the Issuer proposes to register any of its shares of Common Stock, PAR Investment Partners and the other Holders will have the right to include their Registrable Securities in such registration, subject to customary exceptions. The underwriters of any underwritten offering will have the right to limit the number of such Registrable Securities that may be registered.

Demand Registration

Under the Registration Rights Agreement, each of PAR Investment Partners and certain other Holders is entitled to require the Company to undertake an underwritten public offering of all or a portion of the Regsitrable Securities it owns, subject to certain limitations and no more than once during any six month period, so long as the estimated value of the Registrable Securities to be sold in such offering is at least $10 million.

Escrow Agreement

As more fully described in the Proxy Statement, in connection with the transactions contemplated by the Merger Agreement, 10% of the shares of Common Stock otherwise issuable to the stockholders of Row 44 (including PAR Investment Partners) in connection with the Merger (the “Escrow Shares”) are to be held in escrow pursuant to and in accordance with the terms of the Escrow Agreement (the “Escrow Agreement”), dated as of January 31, 2013, by and among Global Eagle Entertainment, Inc., PAR Investment Partners, L.P., solely in its capacity as stockholders’ agent, and American Stock Transfer & Trust Company LLC. Under the terms of the Escrow Agreement, neither the stockholders’ agent nor any of the other former Row44 stockholders are permitted to vote any of the Escrow Shares until such shares are released from escrow.

The Escrow Shares are available as a source of consideration available for the payment of certain purchase price adjustments and indemnification obligations under the Merger Agreement. The Escrow Agreement provides a procedure by which the Issuer may make claims with respect to the Escrow Shares. All Escrow Shares not subject to claims by the Issuer are to be released to the former Row 44 stockholders on July 31, 2014.

The foregoing descriptions of the Merger Agreement, the AIA Stock Purchase Agreement, the Backstop Agreement, the Registration Rights Agreement and the Escrow Agreement do no purport to be complete and are qualified in their entirety by the terms of each such document, which are incorporated herein by reference.

Additional Disclosure

Edward L. Shapiro, an employee of PAR Capital Management, serves as the representative for the Reporting Persons on the Issuer’s board of directors.

PAR Investment Partners acquired the Shares as investments in its ordinary course of business. In connection with the foregoing, and as may be appropriate from time to time, PAR Investment Partners will consider the feasibility and advisability of various alternative courses of action with respect to its investment in the Issuer, including, without limitation: (a) the acquisition or disposition by the Reporting Persons of Shares, including through derivative transactions which may include security-based swaps and short sales; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) other material changes in the Issuer’s business or corporate structure; (g) changes in the Issuer’s articles of incorporation or bylaws or other actions that may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuer’s securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above. Except as described in Item 6 and this Item 4 and any plans or proposals that may from time to time be discussed or considered by the directors of the Issuer, including Mr. Shapiro, in their fiduciary capacities as directors, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of this paragraph.

The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional Shares, dispose of some or all of the Shares, in each case in open market or private transactions, block sales or otherwise, and review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of the foregoing paragraph of this Item 4) or formulate and implement plans or proposals with respect to any of the foregoing. Except as set forth in this Schedule 13D, no contract, arrangement, relationship or understanding (either oral or written) exists among the Reporting Persons as to the acquisition, disposition, voting or holding of Shares.

The Reporting Persons intend to review their investment in the Issuer from time to time on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s stock in particular, as well as other developments.

(a) and (b) As of January 31, 2013, PAR Investment Partners may be deemed to beneficially own 29,478,011 shares of Common Stock (which includes all Common Stock held by PAR as well as the PAR Non-Voting Shares, the PAR Escrow Shares and the PAR Warrant Shares), representing approximately 53.25% (determined in accordance with Rule 13d-3 of the Act) of the 54,842,888 shares of capital stock outstanding as of January 31, 2013 as reported in the Issuer’s Form 8-K. As of January 31, 2013, PAR Investment Partners has sole voting power with respect to 9,374,752 shares, representing approximately 26.2% of the 35,724,655 shares of Common Stock outstanding as of January 31, 2013, and may be deemed to have sole dispositive power with respect to 29,478,011 shares, representing approximately 53.25% of the 54,842,888 shares of capital stock outstanding as of January 31, 2013. PAR Investment Partners disclaims Section 13(d) beneficial ownership over (i) all of the PAR Non-Voting Shares until the date that is 60 days prior to October 31, 2013, and (ii) all of the PAR Escrow Shares until the date on which such shares are released to PAR Investment Partners under the terms of the Escrow Agreement.

As of January 31, 2013, PAR Group, through its control of PAR Investment Partners as general partner, may be deemed to beneficially own 29,478,011 shares of Common Stock (which includes all Common Stock held by PAR as well as the PAR Non-Voting Shares, the PAR Escrow Shares and the PAR Warrant Shares), representing approximately 53.25% (determined in accordance with Rule 13d-3 of the Act) of the 54,842,888 shares of capital stock outstanding as of January 31, 2013 as reported in the Issuer’s Form 8-K. As of January 31, 2013, PAR Investment Partners has sole voting power with respect to 9,374,752 shares, representing approximately 26.2% of the 35,724,655 shares of Common Stock outstanding as of January 31, 2013, and may be deemed to have sole dispositive power with respect to 29,478,011 shares, representing approximately 53.25% of the 54,842,888 shares of capital stock outstanding as of January 31, 2013. PAR Investment Partners disclaims Section 13(d) beneficial ownership over (i) all of the PAR Non-Voting Shares until the date that is 60 days prior to October 31, 2013, and (ii) all of the PAR Escrow Shares until the date on which such shares are released to PAR Investment Partners under the terms of the Escrow Agreement.

As of January 31, 2010, PAR Capital Management, through its control of PAR Group as general partner, may be deemed to beneficially own 29,478,011 shares of Common Stock (which includes all Common Stock held by PAR as well as the PAR Non-Voting Shares, the PAR Escrow Shares and the PAR Warrant Shares), representing approximately 53.25% (determined in accordance with Rule 13d-3 of the Act) of the 54,842,888 shares of capital stock outstanding as of January 31, 2013 as reported in the Issuer’s Form 8-K. As of January 31, 2013, PAR Investment Partners has sole voting power with respect to 9,374,752 shares, representing approximately 26.2% of the 35,724,655 shares of Common Stock outstanding as of January 31, 2013, and may be deemed to have sole dispositive power with respect to 29,478,011 shares, representing approximately 53.25% of the 54,842,888 shares of capital stock outstanding as of January 31, 2013. PAR Investment Partners disclaims Section 13(d) beneficial ownership over (i) all of the PAR Non-Voting Shares until the date that is 60 days prior to October 31, 2013, and (ii) all of the PAR Escrow Shares until the date on which such shares are released to PAR Investment Partners under the terms of the Escrow Agreement.

(c) Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Item 4 and incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 6. Except as referenced above or described in Item 4 hereof, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between such Reporting Persons and any other person with respect to any securities of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: February 7, 2013

EXHIBIT INDEX

Exhibit A

Joint Filing Agreement

In accordance with Rule 13d-1(f) under the Securities and Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Shares of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of February 7, 2013.

Exhibit 1.3

ESCROW AGREEMENT

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”).

RECITALS

WHEREAS, Parent and Stockholders’ Agent have entered into that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of November 8, 2012, by and among Parent, EAGL Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Row 44, Inc., a Delaware corporation (the “Company”) and the Stockholders’ Agent;

WHEREAS, pursuant to the Merger Agreement, on the date hereof, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent;

WHEREAS, the Merger Agreement provides that Exchange Agent shall deposit shares of Parent Common Stock (as defined below) with the Escrow Agent to be available as a source of consideration available for the payment of certain adjustments and indemnification obligations of the Merger Stockholders (as defined in the Merger Agreement) as set forth in the Merger Agreement;

WHEREAS, the Escrow Agent has agreed to accept, hold, and disburse the property deposited with it and the earnings thereon in accordance with the terms of this Escrow Agreement.

WHEREAS, under the Merger Agreement, the Company and its stockholders have authorized and empowered the Stockholders’ Agent to act on their behalf in connection with this Escrow Agreement;

WHEREAS, the provisions of the Merger Agreement are hereby incorporated herein by reference as the context of this Escrow Agreement may require, provided that the Escrow Agent shall act only in accordance with the terms and conditions contained herein; and

WHEREAS, the Parties have agreed to deposit in escrow certain property, and wish such deposit to be subject to the terms and conditions set forth herein.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, the parties hereto hereby agree as follows:

1. Appointment. The Parties hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein.

2. Escrow Account.

(a) On or as soon as practicable after the date hereof, Parent will cause 2,246,725 shares of common stock of Parent, par value $0.0001 per share (the “Parent Common Stock”), which shares shall be registered in the name of Escrow Agent f/b/o the Former Holders of Capital Stock of Row 44, Inc. (the “Escrow Shares”), to be delivered to the Escrow Agent in book-entry form, and the Escrow Agent will acknowledge receipt of the Escrow Shares to Parent and the Stockholders’ Agent promptly upon receipt thereof. Subject to the terms and conditions of this Escrow Agreement, the Escrow Agent shall hold the Escrow Shares and shall invest, reinvest and manage any proceeds thereof as directed in Section 3(d) (the “Proceeds,” and the Escrow Shares and the Proceeds, collectively, the “Escrow Account”). Upon receipt of the Escrow Shares, the Escrow Agent shall hold, exercise voting rights with respect to and dispose of, the Escrow Shares only in accordance with the terms of this Escrow Agreement or joint written instructions of Parent and the Stockholders’ Agent, and shall not release the Escrow Shares or the rest of the Escrow Account except in accordance with this Escrow Agreement.

(b) If Parent at any time or from time to time between the date of this Escrow Agreement and the final disposition of the Escrow Account in accordance with this Escrow Agreement, (i) subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding shares of Parent Common Stock into a greater number of shares, or (ii) combines (by reverse stock split or otherwise) its outstanding shares of Parent Common Stock into a smaller number of shares, then Parent will deliver notice thereof to the Escrow Agent, and, unless the applicable authorizing Board of Directors resolutions do not require delivery of new Escrow Shares as a result of such action, the Parent will as promptly as practicable after the effective date with respect thereto deliver to the Escrow Agent in book-entry form the requisite Escrow Shares as may be required to reflect the applicable increase or reduction, as the case may be, of such Escrow Shares. The Escrow Agent shall be entitled to execute and deliver any transmittal letter or other documents and share certificates required to effectuate an exchange of shares if contemplated by the action taken pursuant to the preceding clauses (i) or (ii). If Parent at any time or from time to time between the date of this Escrow Agreement and the final disposition of the Escrow Account in accordance with this Escrow Agreement pays any distribution or dividend in respect of the Escrow Shares in additional shares of Parent Common Stock, then Parent will deliver notice thereof to the Escrow Agent and the Stockholders’ Agent, and, unless the applicable authorizing Board of Directors resolutions do not require delivery of additional Escrow Shares as a result of such action, the Parent will as promptly as practicable after the payment date with respect thereto deliver to the Escrow Agent additional Escrow Shares representing such additional shares of Parent Common Stock. Upon such delivery referred to in this Section 2.1(b), the Escrow Agent shall hold such additional or substitute Escrow Shares, and all such shares are deemed Escrow Shares for purposes of this Escrow Agreement.

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(c) This Agreement assumes that the Escrow Account will at all times be comprised only of Parent Common Stock and cash (and interest earned thereon). If the Parent Common Stock is converted into any securities or other property other than Parent Common Stock, or any securities or other property (in each case, other than cash (and interest earned thereon) or additional shares of Parent Common Stock) are distributed, issued or exchanged with respect to any shares of Parent Common Stock (then held in the Escrow Account) upon any recapitalization, reclassification, merger, consolidation, stock dividend or the like, or if for any other reason securities or other property (in each case, other than cash (and interest earned thereon) or additional shares of Parent Common Stock) at any time are held in the Escrow Account, Parent and the Stockholders’ Agent shall negotiate in good faith, and execute and deliver, such supplemental written instructions to the Escrow Agent as are necessary to account for such other securities or property in a manner consistent with the results that would have prevailed if only Parent Common Stock and cash (and interest earned thereon) were held in the Escrow Account, and shall deliver such supplemental written instructions to the Escrow Agent. If the Parties are unable to agree on any such supplemental instructions contemplated by the preceding sentence within thirty (30) days after such sentence shall become applicable, then the Escrow Agent shall refrain from taking any action with respect to such property other than Parent Common Stock and cash (and interest earned thereon), other than to keep safely such other property until it shall be directed otherwise in writing jointly by Parent and the Stockholders’ Agent or by final non-appealable order of a court of competent jurisdiction. The Escrow Agent shall be entitled to execute and deliver any transmittal letter or other documents and Escrow Shares required in connection with such any recapitalization, reclassification, merger, consolidation or similar event to receive any shares of stock, securities, properties or cash in exchange for Escrow Shares.

3. Investment of Escrow Account.

(a) The Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys or any other assets held in the Escrow Account or the purchase, sale, retention or other disposition of any investment described herein. The Escrow Agent shall not liquidate, sell, invest or reinvest any portion of the Escrow Account except as provided herein and shall hold the Escrow Shares and any cash or other assets received in respect thereof in the form initially received, except as provided herein. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment or the failure to make an investment made pursuant to the terms of this Escrow Agreement.

(b) The Escrow Agent shall not vote the Escrow Shares unless and until it receives written notice signed by Parent directing the vote of the Escrow Shares.

(c) During the term of this Escrow Agreement, any moneys in the Escrow Account shall be invested in a money market deposit account or a successor or similar investment offered by the Escrow Agent and approved by the Stockholders’ Agent and Parent, unless otherwise instructed in writing by the Parties and as shall be reasonably acceptable to the Escrow Agent. The Escrow Agent will provide compensation on balances in the Escrow Account at the then-applicable rate for such account or investment from time to time. Written investment instructions, if any, shall specify the type and identity of the investments to be purchased and/or sold. The Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent or any of its affiliates may receive reasonable compensation with respect to any investment directed hereunder including without limitation charging a reasonable agency fee in connection with each transaction. The Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Escrow Account or the purchase, sale, retention or other disposition of any investment described herein. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment in an investment made pursuant to the terms of this Escrow Agreement or as a result of any liquidation of any investment prior to its maturity or for the failure of the Parties to give the Escrow Agent instructions to invest or reinvest the Escrow Account.

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4. Disbursement of Escrow Account. The Parties agree that the Escrow Account is available to satisfy (a) any post-closing adjustment resulting in the number of Final Net Merger Shares being less than the number of Closing Net Merger Shares (each as defined in the Merger Agreement) pursuant to Section 1.14(b) of the Merger Agreement, and (b) the Merger Stockholders’ (as defined in the Merger Agreement) indemnification obligations set forth in Section 10 of the Merger Agreement. On the next successive business day after the Claims Deadline (as defined below), the Escrow Agent shall release all of the Escrow Account to Exchange Agent (as defined in the Merger Agreement), less any Unresolved Dispute Amounts (as defined below) and any amounts previously released in accordance with Section 6 hereof.

5. Release of Escrow Shares for Post-Closing Adjustment. Within five (5) business days after the Determination Date (as defined in the Merger Agreement), if (and only if) the number of Final Net Merger Shares is less than the number of Closing Net Merger Shares, as determined pursuant to Section 1.14(b) of the Merger Agreement, then Parent and the Stockholders’ Agent shall deliver to the Escrow Agent joint written instructions directing the Escrow Agent to release and deliver to Parent such number of Escrow Shares equal to the difference between the Final Net Merger Shares and the Closing Net Merger Shares.

6. Indemnification Claims.

(a) If a Parent Indemnified Party (as defined in the Merger Agreement) wishes to make a claim for indemnification pursuant to Section 10 of the Merger Agreement, Parent, on behalf of such Parent Indemnified Party, shall promptly deliver a notice (a “Claim Notice”) to the Stockholders’ Agent and the Escrow Agent. The Claim Notice shall state (i) the dollar amount of any indemnification asserted to be owed under Section 10 of the Merger Agreement, (ii) the number of Escrow Shares necessary to satisfy the indemnification amount owed, (iii) a statement of the facts giving rise to such claim for indemnification, and the specific representations, warranties or covenants, if any, alleged to have been breached, and (iv) that a claim for such indemnification has been made in accordance with the terms of the Merger Agreement (including, but not limited to, Section 10 thereof).

(b) On the sixteenth (16th) day following receipt by the Escrow Agent of the Claim Notice (or if such day is not a business day, then on the next successive business day), the Escrow Agent shall release the number of Escrow Shares described in the Claim Notice to Parent from the Escrow Account, less the amount, if any, described in a Dispute Notice (as defined below). If the Escrow Account contains both Escrow Shares and cash, any such payment shall be made to Parent in Escrow Shares and cash, such that the ratio of cash paid to Escrow Shares released is equal to the ratio of cash to Escrow Shares in the Escrow Account as of the date of such payment. For purposes of distributing the Escrow Account pursuant to the terms hereof, the Escrow Shares shall be valued at the Parent Share Price (as defined in the Merger Agreement).

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(c) During the fifteen (15) days following the Escrow Agent’s receipt of the Claim Notice, the Stockholders’ Agent may deliver a written notice, if any, to the Escrow Agent and Parent disputing a claim made in the Claim Notice (a “Dispute Notice”), which such Dispute Notice shall state with reasonable specificity the nature of the dispute and the portion of the claim stated in the Claim Notice that is the subject of such dispute (such amount, the “Disputed Amount”). The Escrow Agent shall not distribute the Disputed Amount until (i) the Escrow Agent receives a certified copy of a final non-appealable judgment issued by a court of competent jurisdiction, ordering the distribution of all or a portion of the Disputed Amount, or (ii) directed to do so pursuant to written instructions executed by Parent and the Stockholder’s Agent. The rights of the Escrow Agent under this Section 6(c) are cumulative of all other rights it may have by law or otherwise. Any claim by Parent disputed by the Stockholders’ Agent pursuant to this Section 6(c), or any claim by Parent which the Escrow Agent has refused to comply with or take any action in connection with in accordance with this Section 6(c), shall be referred to herein as a “Disputed Claim.” The Escrow Agent shall not be liable in any way or to any Person for its failure or refusal to release such Disputed Amount.

(d) Promptly following resolution of all or any portion of a Disputed Claim in favor of the former Merger Stockholders (as defined in the Merger Agreement), Parent shall provide written notice to the Escrow Agent that such Disputed Claim or portion thereof has been discharged, and to the extent any amounts are being withheld from being disbursed to the Exchange Agent pursuant to the last sentence of Section 4 by the Escrow Agent in respect of such Disputed Claim, shall promptly be released to the Exchange Agent.

(e) The Parties agree that Parent shall have the right to make claims against the Escrow Account on behalf of itself and any of the other Parent Indemnified Parties until the eighteen (18) month anniversary of the Closing Date (as defined in the Merger Agreement) (the “Claims Deadline”).

7. Disposition and Termination. Upon delivery of the Escrow Account by the Escrow Agent in accordance with Sections 4, 5 and 6 above, this Escrow Agreement shall terminate, subject to the provisions of Sections 8(b), 8(c), 8(g) and 9.

8. Concerning the Escrow Agent.

(a) Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent, which counsel may be company counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

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(b) Indemnification. The Escrow Agent shall be jointly and severally indemnified and held harmless by the Parties from and against any expenses, including reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action taken by it hereunder, action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Account held by it hereunder, other than expenses or losses arising from the fraud, gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Account or it may deposit the Escrow Account with the clerk of any appropriate court or it may retain the Escrow Account pending receipt of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Account are to be disbursed and delivered. The provisions of this Section 8(b) shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 8(e) or 8(f) below.

(c) Compensation. The Escrow Agent shall be entitled to such compensation from the Parties for all services rendered by it hereunder set forth on Exhibit A hereto, which shall be paid by Parent. The Escrow Agent shall also be entitled to reimbursement from Parent for all reasonable expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges.

(d) Further Assurances. From time to time on and after the date hereof, Parent and the Stockholders’ Agent shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

(e) Resignation. The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written notice, and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by Parent and approved by the Stockholders’ Agent, which approval will not be unreasonably withheld, conditioned or delayed, the Escrow Account held hereunder. If no new escrow agent is so appointed within the sixty (60) day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Account with any court it reasonably deems appropriate in the State of New York.

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(f) Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time by the Parties, jointly; provided, however, that such resignation shall become effective only upon acceptance of appointment by a successor escrow agent as provided in Section 8(e).

(g) Liability. Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence, fraud or willful misconduct.

9. Miscellaneous.

(a) Governing Law; Venue. This Escrow Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of New York (without giving effect to principles of conflicts of laws). Any claim, action or proceeding (each, a “Legal Proceeding”) relating to this Escrow Agreement or the enforcement of any provision of this Escrow Agreement may be brought or otherwise commenced in any federal or state court located in the New York, New York. Each of the Parties and the Escrow Agent: (i) expressly and irrevocably consents and submits to the jurisdiction of each federal and state court located in the New York, New York in connection with any such Legal Proceeding; (ii) agrees that service of any process, summons, notice or document by U.S. mail addressed to such party at the address set forth in Section 9(e) shall constitute effective service of such process, summons, notice or document for purposes of any such Legal Proceeding; (iii) agrees that each federal or state court located in the New York, New York, shall be deemed to be a convenient forum; and (d) agrees not to assert (by way of motion, as a defense or otherwise), in any such Legal Proceeding commenced in any federal or state court located in the New York, New York any claim that such party is not subject personally to the jurisdiction of such court, that such Legal Proceeding has been brought in an inconvenient forum, that the venue of such action or proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court.

(b) Entire Agreement. This Escrow Agreement, the Merger Agreement and the other Transaction Agreements (as defined in the Merger Agreement) set forth the entire understanding of the parties hereto relating to the subject matter hereof and thereof and supersede all prior agreements and understandings among or between any of the parties relating to the subject matter hereof and thereof. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement (even though such agreement may be referenced in this Agreement) other than this Agreement. In the event of any conflict between the terms and provisions of this Agreement and any other agreement, as to the Escrow Agent, the terms and conditions of this Agreement shall control.

(c) Headings. The headings contained in this Escrow Agreement are for convenience of reference only, shall not be deemed to be a part of this Escrow Agreement and shall not be referred to in connection with the construction or interpretation of this Escrow Agreement.

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(d) Successors and Assigns; Assignment. This Escrow Agreement shall be binding upon each of the parties hereto and each of their successors and permitted assigns, if any. This Escrow Agreement shall not be assigned by any party hereto, by operation of law or otherwise, without the prior written consent of the other parties hereto.

(e) Notices. Any notice or other communication required or permitted to be delivered to any party under this Escrow Agreement shall be in writing and shall be deemed properly delivered, given and received (a) when delivered by hand, or (b) two business days after such notice is sent by registered mail, by courier or express delivery service or by facsimile, in each case to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto):

If to Parent:

Global Eagle Entertainment Inc.

10900 Wilshire Blvd., Suite 1500

Los Angeles, CA 90024

Attention: Chief Financial Officer

Facsimile: 310-209-7225

with a copy (which shall not constitute notice) to:

McDermott Will & Emery LLP

340 Madison Avenue

New York, NY 10173-1922

Attention: Joel Rubinstein, Esq.

Facsimile: 212-547-5444

If to the Stockholders’ Agent:

PAR Investment Partners, L.P.

One International Place, Suite 2401

Boston, MA 02110

Attention: Chief Operating Officer and General Counsel

Facsimile: 617-556-8875

with a copy (which shall not constitute notice) to:

Robert P. Whalen , Esq.

Goodwin Procter LLP

Exchange Place

Boston, MA 02109

Facsimile: 617-523-1231

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If to the Escrow Agent:

American Stock Transfer & Trust Company, LLC

6201 15^th Avenue

Brooklyn, NY 11219

Attention: Joseph Smith

Facsimile: 718-765-8758

with a copy (which shall not constitute notice) to:

American Stock Transfer & Trust Company, LLC

6201 15^th Avenue

Brooklyn, NY 11219

Attention: General Counsel

Facsimile: 718-331-1852

(f) Amendments. This Escrow Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of all of the parties hereto.

(g) Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any Legal Proceeding arising out of this Escrow Agreement or the transactions contemplated hereby.

(h) Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

(i) Electronic Execution and Delivery. A facsimile, telecopy, PDF or other reproduction of this Escrow Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile, e-mail or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Escrow Agreement as well as any facsimile, telecopy or reproduction thereof. The parties hereto hereby agree that neither shall raise the execution of facsimile, telecopy, PDF or other reproduction of this Escrow Agreement, or the fact that any signature or document was transmitted or communicated by facsimile, e-mail or similar electronic transmission device, as a defense to the formation of this Escrow Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the date set forth above.

[Signature Page to Escrow Agreement]

Exhibit A

ESCROW AGENT’S COMPENSATION

Included in fees paid to the Escrow Agent under Securities Escrow Agreement, dated as of May 12, 2011, by and among Parent, the Escrow Agent and the other parties thereto, as amended.

Exhibit 1.6

NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. THIS WARRANT AND SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT OR AS OTHERWISE PERMITTED BY THE BORROWER, OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE BORROWER, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS.

PREFERRED STOCK PURCHASE WARRANT

OF

ROW 44, INC.

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:

1. Preferred Stock and Warrant Purchase Agreement. This Preferred Stock Purchase Warrant (this “Warrant”) is issued in connection with that certain Preferred Stock and Warrant Purchase Agreement of even date herewith (the “Purchase Agreement”) pursuant to which Holder acquired shares of Series C-2 Stock from the Company for an aggregate purchase price of $25,000,000. This Warrant is issued in conjunction with sale and purchase of such shares. Capitalized terms used herein without definition have the meanings assigned to them in the Purchase Agreement.

2. Exercise of Warrant. The terms and conditions upon which this Warrant may be exercised, and the number of shares of Common Stock that may be purchased hereunder, are as follows:

2.1 Term. Subject to the terms hereof, this Warrant may be exercised at any time, or from time to time on and after the date set forth above and prior to June 7, 2017 (the “Expiration Date”).

2.2 Number of Shares. This Warrant may be exercised for 13,934,431 fully paid and nonassessable shares of Series C-2 Stock of the Company, subject to adjustment as provided herein.

2.3 Exercise Price. The ‘‘Exercise Price” shall be equal to the lower of (i) $0.2952 per share of Series C-2 Stock and (ii) 125% of the purchase price per share paid in connection with the issuance by the Company on or before June 7, 2013 of a new series of convertible preferred stock that is initially convertible into shares of the Company’s Common Stock, par value $0.0001 per share, at a ratio of one-to-one.

2.4 Method of Exercise. The exercise of the purchase rights evidenced by this Warrant shall be effected by (a) the surrender of the Warrant, together with a duly executed copy of the form of subscription attached hereto as Schedule A, to the Company at its principal offices and (b) unless such exercise is being made pursuant to a Cashless Exercise (as defined below), the delivery of the purchase price by check or bank draft payable to the Company’s order or by wire transfer of same day funds to the Company’s account for the number of shares for which the purchase rights hereunder are being exercised. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company and payment in full is made as provided herein or at such later date as may be specified in the executed form of subscription, and at such time, the person or persons in whose name or names any certificate or certificates for shares of Series C-2 Stock shall be issuable upon such exercise, as provided herein, shall be deemed to have become the holder or holders of record thereof. No fractional shares shall be issued upon exercise of this Warrant. If any fractional interest in a share of Series C-2 Stock would, except for the provision of this Section 2.4, be delivered upon such exercise, the Company, in lieu of delivery of a fractional share thereof, shall pay to the Holder an amount in cash equal to the fair market value of such fractional share as determined in good faith by the Company’s Board of Directors.

2.5 Cashless Exercise. In lieu of exercising this Warrant by paying the Exercise Price in the manner provided above in Section 2.4, Holder may elect, in its sole discretion, to exercise this Warrant in whole or in part pursuant to this Section 2.5 and receive shares equal to the value of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with a duly executed copy of the form of subscription attached hereto as Schedule A indicating a “Cashless Exercise” with respect to all or part of the portion of this Warrant being exercised, in which event the Company shall issue to Holder a number of shares of Series C-2 Stock computed using the following formula (a ‘‘Cashless Exercise”):

For purposes of this Section, the fair market value of one share of Series C-2 Stock shall be the fair market value of such share as determined in good faith by the Company’s Board of Directors; provided that if the exercise is in connection with the initial public offering of the Common Stock (the “IPO”) fair market value shall be determined by taking into account the initial “Price to Public” specified in the final prospectus with respect to the IPO.

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No fractional shares shall be issuable upon exercise of the Warrant pursuant to this Section 2.5, and if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the Holder an amount in cash equal to the fair market value of the resulting fractional share on the date of exercise as determined in good faith by the Company’s Board of Directors.

2.6 Additional Warrants. If this Warrant is physically surrendered for exercise pursuant to the Section 2.4 or Section 2.5 and the number of shares of Series C-2 Stock represented by this Warrant is greater than the number of shares of Series C-2 Stock being acquired upon exercise, then the Company shall as soon as practicable and in no event later than three (3) business days after receipt of this Warrant and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 8.9) representing the right to purchase the number of shares of Series C-2 Stock purchasable immediately prior to such exercise under this Warrant, less the number of shares of Series C-2 Stock with respect to which this Warrant is exercised.

3. Adjustments to Exercise Price. The number and kind of shares of Series C-2 Stock issuable upon the exercise of this Warrant and the Exercise Price hereunder shall be subject to adjustment from time to time upon the happening of certain events, as follows:

3.1 Splits and Subdivisions. If the Company should at any time or from time to time prior to the Expiration Date fix a record date for the effectuation of a split or subdivision of the outstanding shares of Series C-2 Stock or the determination of the holders of Series C-2 Stock entitled to receive a dividend or other distribution payable in additional shares of Series C-2 Stock or other securities or rights convertible into, entitling the holder thereof to receive, directly or indirectly, additional shares of Series C-2 Preferred Stock (hereinafter referred to as the “Series C-2 Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Series C-2 Stock or Series C-2 Stock Equivalents, then, as of such record date (or the date of such distribution, split or subdivision if no record date is fixed), the Exercise Price shall be proportionately decreased and the number of shares of Series C-2 Stock which this Warrant is exercisable for, if any, shall be appropriately increased in proportion to such increase of outstanding shares.

3.2 Combination of Shares, If prior to the Expiration Date the number of shares of Series C-2 Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Series C-2 Stock, the Exercise Price shall be proportionately increased and the number of shares of Series C-2 Stock which this Warrant is exercisable for, if any, shall be appropriately decreased in proportion to such decrease in outstanding shares.

3.3 Merger or Consolidation. If at any time or from time to time prior to the Expiration Date there shall be a capital reorganization of the capital stock of the Company (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 3) or a merger or consolidation of the Company with or into another corporation, then as a part of such reorganization, merger or consolidation, provision shall be made so that the Holder shall thereafter be entitled to receive upon the exercise of this Warrant, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such reorganization, merger or consolidation, to which a holder of the number of shares of Series C-2 Stock (or any shares of stock or other securities which may be) issuable upon the exercise of this Warrant would have received if this Warrant had been exercised immediately prior to such reorganization, merger or consolidation.

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3.4 Other Dividends and Distributions. If the Company shall make or issue, or shall fix a record date for the determination of eligible holders of its capital stock entitled to receive, a dividend or other distribution that is payable in securities of the Company (other than issuances with respect to which adjustment is made under Sections 3.1 or 3.5), or in assets (each, a “Dividend Event”), and such dividend or other distribution is actually made, then, and in each such case, the Holder, upon exercise of this Warrant at any time after such Dividend Event, shall receive, in addition to the Series C-2 Stock issuable upon such exercise of this Warrant, the securities or other assets that would have been issuable to the Holder had the Holder, immediately prior to such Dividend Event, exercised this Warrant.

3.5 Reclassification, Conversion or Reorganization. If the Series C-2 Stock (or any shares of stock or other securities which may be) issuable upon the exercise of this Warrant shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, conversion, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for in Sections 3.1, 3.2 and 3.4 above, or a reorganization, merger or consolidation provided for in Section 3.3 above), then and in each such event the Holder shall be entitled to receive upon the exercise of this Warrant the kind and amount of shares of stock and other securities and property receivable upon such reorganization, conversion, reclassification or other change, to which a holder of the number of shares of Series C-2 Stock (or any shares of stock or other securities which may be) issuable upon the exercise of this Warrant would have received if this Warrant had been exercised immediately prior to such reorganization, conversion, reclassification or other change, all subject to further adjustment as provided herein.

3.6 Notice of Adjustments and Record Dates. The Company shall promptly notify the Holder in writing of each adjustment or readjustment of the Exercise Price hereunder and the number of shares of Series C-2 Stock issuable upon the exercise of this Warrant. Such notice shall state the adjustment or readjustment and show in reasonable detail the facts on which that adjustment or readjustment is based. In the event of any taking by the Company of a record of the holders of Series C-2 Stock for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, the Company shall notify the Holder in writing of such record date at least twenty (20) days prior to the date specified therein.

3.7 No Impairment. The Company shall not avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but shall at all times in good faith assist in the carrying out of all the provisions of this Warrant. Without limiting the generality of the foregoing, the Company (a) shall at all times following the date hereof reserve and keep available a number of its authorized shares of Series C-2 Stock, free from all preemptive rights therein, which shall be sufficient to permit the exercise of this Warrant and (b) shall take all such action as may be necessary or appropriate in order that all shares of Series C-2 Stock as may be issued pursuant to the exercise of this Warrant shall, upon issuance, be duly and validly issued, folly paid and nonassessable and free from all taxes, Hens and charges with respect to the issue thereof.

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4. Replacement of the Warrant. On receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of the Warrant, the Company at its expense shall execute and deliver to the Holder, in lieu thereof, a new Warrant of like tenor.

5. No Rights or Liability as a Stockholder. This Warrant does not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company. No provisions hereof, in the absence of affirmative action by the Holder to purchase Series C-2 Stock, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder as a stockholder of the Company.

6. Restrictive Legend. Each Warrant and each certificate representing securities issued pursuant to this Warrant shall bear the legends substantially in the form of the legend set forth on the first page of this Warrant, and as otherwise specified in the Agreement.

7. Miscellaneous.

7.1 Transfer of Warrant. Nothing expressed in or to be implied from this Warrant is intended to give, or shall be construed to give, any person, other than the parties hereto and their permitted successors and assigns, any benefit or legal or equitable right, remedy or claim under or by virtue of this Warrant. Notwithstanding the foregoing, all references to the “Holder” shall apply to their respective successors and permitted assigns. Notwithstanding anything herein to the contrary, this Warrant may not be assigned or transferred except in compliance with applicable securities laws and the terms of the Purchase Agreement. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7.9), registered as the Holder may request, representing the right to purchase the number of shares of Series C-2 Stock being transferred by the Holder and, if less than the total number of shares of Series C-2 Stock then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7.9) to the Holder representing the right to purchase the number of shares of Series C-2 Stock not being transferred.

7.2 Titles and Subtitles. The titles and subtitles used in this Warrant are for convenience only and are not to be considered in construing or interpreting this Warrant.

7.3 Notices. Any notice required or permitted under this Warrant shall be given in writing and in accordance with Section 7.4 of the Purchase Agreement, except as otherwise expressly provided in this Warrant.

7.4 Attorneys’ Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Warrant, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and disbursements in addition to any other relief to which such party may be entitled.

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7.5 Amendments and Waivers. This Warrant is issued by the Company pursuant to the Agreement. Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Holder.

7.6 Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

7.7 Governing Law. This Warrant shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to its conflicts of laws principles.

7.8 Counterparts. This Warrant may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Warrant by facsimile transmission shall be equally as effective as delivery of an executed hard copy of the same. Any party doing so shall also deliver an executed hard copy of same, but the failure by such party to deliver an executed hard copy shall not affect the validity, enforceability and binding effect of this Warrant.

7.9 Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the shares of Series C-2 Stock then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7.1, the shares of Series C-2 Stock designated by the Holder which, when added to the number of shares of Series C-2 Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of shares of Series C-2 Stock then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the original issuance date of this Warrant, and (iv) shall have the same rights and conditions as this Warrant.

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IN WITNESS WHEREOF, this Preferred Stock Purchase Warrant has been executed as of the date first above written.

Address:

Row 44, Inc.

4353 Park Terrace Drive, Suite 100

Westlake Village, CA 91361

[Signature page to Row 44 Preferred Stock Warrant]

SCHEDULE A

FORM OF SUBSCRIPTION

(TO BE SIGNED ONLY ON EXERCISE OF WARRANT)

The undersigned, the holder of the Warrant attached hereto, hereby irrevocably elects to exercise the purchase rights represented by such Warrant for, and to purchase thereunder,            * shares of the Series C-2 Stock of Row 44, Inc.

The undersigned intends that payment of the Exercise Price shall me made as:

                     a “Cash Exercise” with respect to            shares of Series C-2 Stock; and/or

                     a “Cashless Exercise” with respect to            shares of Series C-2 Stock

In the event the undersigned has elected a Cash Exercise with respect to some or all of the shares of Series C-2 Stock for which this Warrant is being exercised, the undersigned herewith makes payment of $            to the Company in accordance with the terms of the Warrant.

The undersigned requests that the certificates for such shares be issued in the name of, and delivered to                    , whose address is                    , and whose social security number/taxpayer identification number is                    .

Dated:                     

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Exhibit 1.7

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

COMMON STOCK PURCHASE WARRANT

OF

ROW 44, INC.

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 common stock, par value $0.0001 per share (the “Common Stock”), of Row 44, Inc., a Delaware corporation (the “Company”), as constituted on the date hereof, subject to the following terms and conditions:

1. Demand Promissory Note. This Warrant (“Warrant”) is issued in connection with that certain Demand Promissory Note date of even date herewith (the “Note”) in the principal amount of $1.5 million issued by the Company to Holder.

2. Exercise of Warrant. The terms and conditions upon which this Warrant may be exercised, and the number of shares of Common Stock covered hereby may be purchased, are as follows:

2.1 Term. Subject to the terms hereof, this Warrant may be exercised at any time, or from time to time on and after the date set forth above and prior to December 27, 2014 (the “Expiration Date”).

2.2 Number of Shares. This Warrant may be exercised for the number of shares of Common Stock of the Company equal to $750,000/the Exercise Price, as defined below.

2.3 Exercise Price. The “Exercise Price” per share shall equal the lower of (a) $0.80 and (b) the per share price determined pursuant to the pre-investment value of the Company established in connection with an equity financing by the Company from institutional investors aggregating more than $7.5 million. The Exercise Price shall be subject to adjustments from time to time pursuant to Section 3 hereof.

2.4 Method of Exercise. The exercise of the purchase rights evidenced by this Warrant shall be effected by (a) the surrender of the Warrant, together with a duly executed copy of the form of subscription attached hereto as Schedule A, to the Company at its principal offices and (b) the delivery of the purchase price by check or bank draft payable to the Company’s order or by wire transfer of same day funds to the Company’s account for the number of shares for which the purchase rights hereunder are being exercised. (In addition, see Section 2.5 below for Net Issuance provisions.) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company and payment in full is made as provided herein or at such later date as may be specified in the executed form of subscription, and at such time, the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such exercise, as provided herein, shall be deemed to have become the holder or holders of record thereof. No fractional shares shall be issued upon exercise of this Warrant. If any fractional interest in a share of Common Stock would, except for the provision of this Section 2.4, be delivered upon such exercise, the Company, in lieu of delivery of a fractional share thereof, shall pay to the Holder an amount in cash equal to the fair market value of such fractional share as determined in good faith by the Company’s Board of Directors.

2.5 Net Issue Exercise. In lieu of exercising this Warrant by paying the Exercise Price in the manner provided above in Section 2.4, Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the Notice of Cashless Exercise annexed hereto as Schedule B duly completed and executed in which event the Company shall issue to Holder a number of shares of Common Stock computed using the following formula:

For purposes of this Section, the fair market value of one share of Common Stock shall be the fair market value of such share (or the underlying shares of Common Stock into which it is convertible) as determined in good faith by the Board provided that if the exercise is in connection with the initial public offering of the Company’s Common Stock (the “IPO”) fair market value shall mean the initial “Price to Public” specified in the final prospectus with respect to the IPO.

No fractional shares shall be issuable upon exercise of the Warrant pursuant to this Section 2.5, and if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the Holder an amount in cash equal to the fair market value of the resulting fractional share on the date of exercise as determined in good faith by the Company’s Board of Directors

2

3. Adjustments to Exercise Price. The number and kind of shares of Common Stock issuable upon the exercise of this Warrant and the exercise price hereunder shall be subject to adjustment from time to time upon the happening of certain events, as follows:

3.1 Splits and Subdivisions. If the Company should at any time or from time to time prior to the Expiration Date fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of the holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as the “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or Common Stock Equivalents, then, as of such record date (or the date of such distribution, split or subdivision if no record date is fixed), the purchase price shall be proportionately decreased and the number of shares of Common Stock which this Warrant is exercisable for, if any, shall be appropriately increased in proportion to such increase of outstanding shares.

3.2 Combination of Shares. If prior to the Expiration Date the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, the purchase price shall be proportionately increased and the number of shares of Common Stock which this Warrant is exercisable for, if any, shall be appropriately decreased in proportion to such decrease in outstanding shares.

3.3 Merger or Consolidation. If at any time or from time to time prior to the Expiration Date there shall be a capital reorganization of the Company’s Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 3) or a merger or consolidation of the Company with or into another corporation, then as a part of such reorganization, merger or consolidation, provision shall be made so that the Holder shall thereafter be entitled to receive upon the exercise of this Warrant, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such reorganization, merger or consolidation, to which a holder of the number of shares of Common Stock (or any shares of stock or other securities which may be) issuable upon the exercise of this Warrant would have received if this Warrant had been exercised immediately prior to such reorganization, merger or consolidation.

3.4 Reclassification, Conversion or Reorganization. If the Common Stock (or any shares of stock or other securities which may be) issuable upon the exercise of this Warrant shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, conversion, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for in Sections 3.1 and 3.2 above, or a reorganization, merger or consolidation provided for in Section 3.3 above), then and in each such event the Holder shall be entitled to receive upon the exercise of this Warrant the kind and amount of shares of stock and other securities and property receivable upon such reorganization, conversion, reclassification or other change, to which a holder of the number of shares of Common Stock (or any shares of stock or other securities which may be) issuable upon the exercise of this Warrant would have received if this Warrant had been exercised immediately prior to such reorganization, conversion, reclassification or other change, all subject to further adjustment as provided herein.

3

3.5 Notice of Adjustments and Record Dates. The Company shall promptly notify the Holder in writing of each adjustment or readjustment of the exercise price hereunder and the number of shares of Common Stock issuable upon the exercise of this Warrant. Such notice shall state the adjustment or readjustment and show in reasonable detail the facts on which that adjustment or readjustment is based. In the event of any taking by the Company of a record of the holders of Common Stock for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, the Company shall notify the Holder in writing of such record date at least twenty (20) days prior to the date specified therein.

3.6 No Impairment. The Company shall not avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but shall at all times in good faith assist in the carrying out of all the provisions of this Warrant. Without limiting the generality of the foregoing, the Company (a) shall at all times following the Exercise Date reserve and keep available a number of its authorized shares of Common Stock , free from all preemptive rights therein, which shall be sufficient to permit the exercise of this Warrant and (b) shall take all such action as may be necessary or appropriate in order that all shares of Common Stock as may be issued pursuant to the exercise of this Warrant shall, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof.

4. Replacement of the Warrant. On receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of the Warrant, the Company at its expense shall execute and deliver to the Holder, in lieu thereof, a new Warrant of like tenor.

5. Investment Intent. Unless a current registration statement under the Securities Act of 1933, as amended, shall be in effect with respect to the securities to be issued upon exercise of this Warrant, the Holder, by accepting this Warrant, covenants and agrees that, at the time of exercise hereof, and at the time of any proposed transfer of any securities acquired upon exercise hereof, the Holder shall deliver to the Company a written statement that the securities acquired by the Holder upon exercise hereof are for the account of the Holder for investment and are not acquired with a view to, or for sale in connection with, any distribution thereof (or any portion thereof) and are being acquired with no present intention (at any such time) of offering or distributing such securities (or any portion thereof).

6. No Rights or Liability as a Stockholder. This Warrant does not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company. No provisions hereof, in the absence of affirmative action by the Holder to purchase Common Stock, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder as a stockholder of the Company.

7. Restrictive Legend. Each Warrant and each certificate representing securities issued pursuant to this Warrant shall bear the legends substantially in the form of the legend set forth on the first page of this Warrant, and as otherwise specified in the Agreement.

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8. Miscellaneous.

8.1 Transfer of Warrant. Other than pursuant to a transfer to an affiliate of Holder, this Warrant shall not be transferable or assignable in any manner and no interest shall be pledged or otherwise encumbered by Holder without the express written consent of the Company, and any such attempted disposition of this Warrant or any portion hereof shall be of no force or effect.

8.2 Titles and Subtitles. The titles and subtitles used in this Warrant are for convenience only and are not to be considered in construing or interpreting this Warrant.

8.3 Notices. Any notice required or permitted under this Warrant shall be given in writing and in accordance with Section 11 of the Note, except as otherwise expressly provided in this Warrant.

8.4 Attorneys’ Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Warrant, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and disbursements in addition to any other relief to which such party may be entitled.

8.5 Amendments and Waivers. This Warrant is issued by the Company pursuant to the Agreement. Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Holder.

8.6 Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

8.7 Governing Law. This Warrant shall be governed by and construed and enforced in accordance with the laws of the State of California, without giving effect to its conflicts of laws principles.

8.8 Counterparts. This Warrant may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Warrant by facsimile transmission shall be equally as effective as delivery of an executed hard copy of the same. Any party doing so shall also deliver an executed hard copy of same, but the failure by such party to deliver an executed hard copy shall not affect the validity, enforceability and binding effect of this Warrant.

5

IN WITNESS WHEREOF, this Common Stock Purchase Warrant has been executed as of the date first written above.

[SIGNATURE PAGE TO WARRANT]

6

SCHEDULE A

FORM OF SUBSCRIPTION

(TO BE SIGNED ONLY ON EXERCISE OF WARRANT)

The undersigned, the holder of the Warrant attached hereto, hereby irrevocably elects to exercise the purchase rights represented by such Warrant for, and to purchase thereunder,             * shares of the Common Stock of Row 44, Inc., and herewith makes payment of $            and requests that the certificates for such shares be issued in the name of, and delivered to                     , whose address is                     , and whose social security number/taxpayer identification number is                     .

Dated:                     

7

SCHEDULE B

NOTICE OF CASHLESS EXERCISE

To: ROW 44, INC.

(1) The undersigned hereby elects to acquire in a cashless exercise             shares of the Common Stock pursuant to the terms of Section 2.5 of the attached Warrant.

(2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

Name:                     

Exhibit 1.8

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

COMMON STOCK PURCHASE WARRANT

OF

ROW 44, INC.

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 common stock, par value $0.0001 per share (the “Common Stock”), of Row 44, Inc., a Delaware corporation (the “Company”), as constituted on the date hereof, subject to the following terms and conditions:

1. Demand Promissory Note. This Warrant (“Warrant”) is issued in connection with that certain Demand Promissory Note date of even date herewith (the “Note”) in the principal amount of $1.5 million issued by the Company to Holder.

2. Exercise of Warrant. The terms and conditions upon which this Warrant may be exercised, and the number of shares of Common Stock covered hereby may be purchased, are as follows:

2.1 Term. Subject to the terms hereof, this Warrant may be exercised at any time, or from time to time on and after the date set forth above and prior to December 27, 2014 (the “Expiration Date”).

2.2 Number of Shares. This Warrant may be exercised for 200,000 shares of Common Stock of the Company.

2.3 Exercise Price. The “Exercise Price” per share shall equal $0.0001. The Exercise Price shall be subject to adjustments from time to time pursuant to Section 3 hereof.

2.4 Method of Exercise. The exercise of the purchase rights evidenced by this Warrant shall be effected by (a) the surrender of the Warrant, together with a duly executed copy of the form of subscription attached hereto as Schedule A, to the Company at its principal offices and (b) the delivery of the purchase price by check or bank draft payable to the Company’s order or by wire transfer of same day funds to the Company’s account for the number of shares for which the purchase rights hereunder are being exercised. (In addition, see Section 2.5 below for Net Issuance provisions.) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company and payment in full is made as provided herein or at such later date as may be specified in the executed form of subscription, and at such time, the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such exercise, as provided herein, shall be deemed to have become the holder or holders of record thereof. No fractional shares shall be issued upon exercise of this Warrant. If any fractional interest in a share of Common Stock would, except for the provision of this Section 2.4, be delivered upon such exercise, the Company, in lieu of delivery of a fractional share thereof, shall pay to the Holder an amount in cash equal to the fair market value of such fractional share as determined in good faith by the Company’s Board of Directors.

2.5 Net Issue Exercise. In lieu of exercising this Warrant by paying the Exercise Price in the manner provided above in Section 2.4, Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the Notice of Cashless Exercise annexed hereto as Schedule B duly completed and executed in which event the Company shall issue to Holder a number of shares of Common Stock computed using the following formula:

For purposes of this Section, the fair market value of one share of Common Stock shall be the fair market value of such share (or the underlying shares of Common Stock into which it is convertible) as determined in good faith by the Board provided that if the exercise is in connection with the initial public offering of the Company’s Common Stock (the “IPO”) fair market value shall mean the initial “Price to Public” specified in the final prospectus with respect to the IPO.

No fractional shares shall be issuable upon exercise of the Warrant pursuant to this Section 2.5, and if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the Holder an amount in cash equal to the fair market value of the resulting fractional share on the date of exercise as determined in good faith by the Company’s Board of Directors

2

3. Adjustments to Exercise Price. The number and kind of shares of Common Stock issuable upon the exercise of this Warrant and the exercise price hereunder shall be subject to adjustment from time to time upon the happening of certain events, as follows:

3.1 Splits and Subdivisions. If the Company should at any time or from time to time prior to the Expiration Date fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of the holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as the “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or Common Stock Equivalents, then, as of such record date (or the date of such distribution, split or subdivision if no record date is fixed), the purchase price shall be proportionately decreased and the number of shares of Common Stock which this Warrant is exercisable for, if any, shall be appropriately increased in proportion to such increase of outstanding shares.

3.2 Combination of Shares. If prior to the Expiration Date the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, the purchase price shall be proportionately increased and the number of shares of Common Stock which this Warrant is exercisable for, if any, shall be appropriately decreased in proportion to such decrease in outstanding shares.

3.3 Merger or Consolidation. If at any time or from time to time prior to the Expiration Date there shall be a capital reorganization of the Company’s Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 3) or a merger or consolidation of the Company with or into another corporation, then as a part of such reorganization, merger or consolidation, provision shall be made so that the Holder shall thereafter be entitled to receive upon the exercise of this Warrant, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such reorganization, merger or consolidation, to which a holder of the number of shares of Common Stock (or any shares of stock or other securities which may be) issuable upon the exercise of this Warrant would have received if this Warrant had been exercised immediately prior to such reorganization, merger or consolidation.

3.4 Reclassification, Conversion or Reorganization. If the Common Stock (or any shares of stock or other securities which may be) issuable upon the exercise of this Warrant shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, conversion, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for in Sections 3.1 and 3.2 above, or a reorganization, merger or consolidation provided for in Section 3.3 above), then and in each such event the Holder shall be entitled to receive upon the exercise of this Warrant the kind and amount of shares of stock and other securities and property receivable upon such reorganization, conversion, reclassification or other change, to which a holder of the number of shares of Common Stock (or any shares of stock or other securities which may be) issuable upon the exercise of this Warrant would have received if this Warrant had been exercised immediately prior to such reorganization, conversion, reclassification or other change, all subject to further adjustment as provided herein.

3

3.5 Notice of Adjustments and Record Dates. The Company shall promptly notify the Holder in writing of each adjustment or readjustment of the exercise price hereunder and the number of shares of Common Stock issuable upon the exercise of this Warrant. Such notice shall state the adjustment or readjustment and show in reasonable detail the facts on which that adjustment or readjustment is based. In the event of any taking by the Company of a record of the holders of Common Stock for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, the Company shall notify the Holder in writing of such record date at least twenty (20) days prior to the date specified therein.

3.6 No Impairment. The Company shall not avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but shall at all times in good faith assist in the carrying out of all the provisions of this Warrant. Without limiting the generality of the foregoing, the Company (a) shall at all times following the Exercise Date reserve and keep available a number of its authorized shares of Common Stock , free from all preemptive rights therein, which shall be sufficient to permit the exercise of this Warrant and (b) shall take all such action as may be necessary or appropriate in order that all shares of Common Stock as may be issued pursuant to the exercise of this Warrant shall, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof.

4. Replacement of the Warrant. On receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of the Warrant, the Company at its expense shall execute and deliver to the Holder, in lieu thereof, a new Warrant of like tenor.

5. Investment Intent. Unless a current registration statement under the Securities Act of 1933, as amended, shall be in effect with respect to the securities to be issued upon exercise of this Warrant, the Holder, by accepting this Warrant, covenants and agrees that, at the time of exercise hereof, and at the time of any proposed transfer of any securities acquired upon exercise hereof, the Holder shall deliver to the Company a written statement that the securities acquired by the Holder upon exercise hereof are for the account of the Holder for investment and are not acquired with a view to, or for sale in connection with, any distribution thereof (or any portion thereof) and are being acquired with no present intention (at any such time) of offering or distributing such securities (or any portion thereof).

6. No Rights or Liability as a Stockholder. This Warrant does not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company. No provisions hereof, in the absence of affirmative action by the Holder to purchase Common Stock, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder as a stockholder of the Company.

7. Restrictive Legend. Each Warrant and each certificate representing securities issued pursuant to this Warrant shall bear the legends substantially in the form of the legend set forth on the first page of this Warrant, and as otherwise specified in the Agreement.

4

8. Miscellaneous.

8.1 Transfer of Warrant. Other than pursuant to a transfer to an affiliate of Holder, this Warrant shall not be transferable or assignable in any manner and no interest shall be pledged or otherwise encumbered by Holder without the express written consent of the Company, and any such attempted disposition of this Warrant or any portion hereof shall be of no force or effect.

8.2 Titles and Subtitles. The titles and subtitles used in this Warrant are for convenience only and are not to be considered in construing or interpreting this Warrant.

8.3 Notices. Any notice required or permitted under this Warrant shall be given in writing and in accordance with Section 11 of the Note, except as otherwise expressly provided in this Warrant.

8.4 Attorneys’ Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Warrant, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and disbursements in addition to any other relief to which such party may be entitled.

8.5 Amendments and Waivers. This Warrant is issued by the Company pursuant to the Agreement. Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Holder.

8.6 Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

8.7 Governing Law. This Warrant shall be governed by and construed and enforced in accordance with the laws of the State of California, without giving effect to its conflicts of laws principles.

8.8 Counterparts. This Warrant may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Warrant by facsimile transmission shall be equally as effective as delivery of an executed hard copy of the same. Any party doing so shall also deliver an executed hard copy of same, but the failure by such party to deliver an executed hard copy shall not affect the validity, enforceability and binding effect of this Warrant.

5

IN WITNESS WHEREOF, this Common Stock Purchase Warrant has been executed as of the date first written above.

[SIGNATURE PAGE TO WARRANT]

6

SCHEDULE A

FORM OF SUBSCRIPTION

(TO BE SIGNED ONLY ON EXERCISE OF WARRANT)

The undersigned, the holder of the Warrant attached hereto, hereby irrevocably elects to exercise the purchase rights represented by such Warrant for, and to purchase thereunder,             * shares of the Common Stock of Row 44, Inc., and herewith makes payment of $            and requests that the certificates for such shares be issued in the name of, and delivered to                     , whose address is                     , and whose social security number/taxpayer identification number is                     .

Dated:                     

7

SCHEDULE B

NOTICE OF CASHLESS EXERCISE

To: ROW 44, INC.

(1) The undersigned hereby elects to acquire in a cashless exercise             shares of the Common Stock pursuant to the terms of Section 2.5 of the attached Warrant.

(2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

Name: