PATENT SECURITY AGREEMENT
Exhibit 10.3
EXECUTION VERSION
This PATENT SECURITY AGREEMENT, dated as of June 14, 2016 (this “Agreement”), is made by the signatory hereto indicated as a “Grantor” (the “Grantor”) in favor of U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent for the Priority Lien Secured Parties (in such capacity and, together with its permitted successors and assigns in such capacity, the “Collateral Agent”).
WHEREAS, the Grantor entered into a Collateral Agreement dated as of June 14, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Collateral Agreement”) among the Grantor, the Collateral Agent and the other persons party thereto, pursuant to which the Grantor granted to the Collateral Agent, for the benefit of the Priority Lien Secured Parties, a security interest in the Patent Collateral (as defined below); and
WHEREAS, pursuant to the Collateral Agreement, Grantor agreed to execute this Agreement, in order to record the security interest granted to the Collateral Agent for the benefit of the Priority Lien Secured Parties with the United States Patent and Trademark Office.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantor hereby agrees with the Collateral Agent as follows:
SECTION. 1. Defined Terms
Capitalized terms used but not defined herein shall have the respective meanings given thereto in the Collateral Agreement, and if not defined therein, shall have the respective meanings given thereto in the Collateral Agency Agreement referred to therein.
SECTION 2. Notice and Confirmation of Grant of Security Interest.
Grantor hereby confirms the grant in the Collateral Agreement to the Collateral Agent, for the benefit of the Priority Lien Secured Parties, of a security interest in, all of the following property, in each case, wherever located and now owned or at any time hereafter acquired by Grantor or in which Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Patent Collateral”) as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of Grantor’s Priority Lien Obligations:
All of Grantor’s right, title and interest in and to all patentable inventions and designs, all United States, foreign, and multinational patents, certificates of invention, and similar industrial property rights, and applications for any of the foregoing, including without limitation: (i) each patent and patent application listed in Schedule A attached hereto (ii) all reissues, substitutes, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all inventions and improvements described and claimed therein, (iv) all rights to xxx or otherwise recover for any past, present and future infringement or other violation thereof, (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto, and (vi) all other patent rights accruing thereunder or pertaining thereto throughout the world.
SECTION 3. Collateral Agreement and Collateral Agency Agreement
The security interest confirmed pursuant to this Agreement is confirmed in conjunction with the security interest granted to the Collateral Agent for the Priority Lien Secured Parties pursuant to the Collateral Agreement, and the Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Patent Collateral made and granted hereby are more fully set forth in the Collateral Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Collateral Agreement or the Collateral Agency Agreement, the provisions of the Collateral Agreement or the Collateral Agency Agreement, as applicable, shall control.
SECTION 4. Governing Law
THIS AGREEMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND EFFECT OF PERFECTION OR PRIORITY OF THE SECURITY INTERESTS).
SECTION 5. Counterparts
This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.
| GOGO LLC, as Grantor | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx Title: Executive Vice President, Chief Financial Officer and Assistant Secretary | ||
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Accepted and Agreed:
| U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent | ||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Vice President | |||
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SCHEDULE A
to
PATENTS AND PATENT APPLICATIONS
Gogo LLC U.S. Issued Patents
| Title |
Appl. No. | Appl. Date | Patent No. | Issue Date | ||||||||||||
| METHOD AND APPARATUS FOR COMMUNICATION WITH A MOBILE UNIT |
08/988,457 | 12/10/1997 | 6,799,037 | 08/06/2002 | ||||||||||||
| AIR-TO-GROUND CELLULAR NETWORK FOR DECK-TO-DECK CALL COVERAGE |
11/240,975 | 09/30/2005 | 7,640,016 | 12/29/2009 | ||||||||||||
| CABIN TELECOMMUNICATION UNIT |
10/241,723 | 09/11/2002 | 7,689,752 | 03/30/2010 | ||||||||||||
| SYSTEM FOR HANDOFF OF AIRCRAFT-BASED CONTENT DELIVERY TO ENABLE PASSENGERS TO RECEIVE THE REMAINDER OF A SELECTED CONTENT FROM A TERRESTRIAL LOCATION |
12/021,133 | 01/28/2008 | 7,702,328 | 04/20/2010 | ||||||||||||
| SYSTEM FOR MANAGING THE MULTIPLE AIR-TO-GROUND COMMUNICATIONS LINKS ORIGINATING FROM EACH AIRCRAFT IN AN AIR-TO-GROUND CELLULAR COMMUNICATION NETWORK |
11/590,709 | 10/31/2006 | 7,920,860 | 04/05/2011 | ||||||||||||
| SYSTEM FOR TRANSMITTING WIRELESS HIGH-SPEED DATA SIGNALS BETWEEN A TERRESTRIAL-BASED ANTENNA AND AN AIRCRAFT |
10/378,203 | 03/03/2003 | 8,032,135 | 10/04/2011 | ||||||||||||
| SYSTEM FOR MANAGING AN AIRCRAFT-ORIGINATED EMERGENCY SERVICES CALL IN AN AIRBORNE WIRELESS CELLULAR NETWORK |
12/182,834 | 07/30/2008 | 8,060,083 | 11/15/2011 | ||||||||||||
| SYSTEM FOR CUSTOMIZING ELECTRONIC SERVICES FOR DELIVERY TO A PASSENGER IN AN AIRBORNE WIRELESS CELLULAR NETWORK |
12/021,169 | 01/28/2008 | 8,068,829 | 11/29/2011 | ||||||||||||
| SIP CLIENT-BASED LOCAL NUMBER PORTABILITY THROUGH AN AIRCRAFT AIR-TO-GROUND LINK |
12/423,555 | 04/14/2009 | 8,073,443 | 12/06/2011 | ||||||||||||
| SYSTEM FOR CUSTOMIZING ELECTRONIC CONTENT FOR DELIVERY TO A PASSENGER IN AN AIRBORNE WIRELESS CELLULAR NETWORK |
12/021,125 | 01/28/2008 | 8,078,163 | 12/13/2011 | ||||||||||||
| SYSTEM FOR CREATING AN AIRCRAFT-BASED INTERNET PROTOCOL SUBNET IN AN AIRBORNE WIRELESS CELLULAR NETWORK |
12/060,662 | 04/01/2008 | 8,081,969 | 12/20/2011 | ||||||||||||
| SYSTEM FOR CREATING AN AIR-TO-GROUND IP TUNNEL IN AN AIRBORNE WIRELESS CELLULAR NETWORK TO DIFFERENTIATE INDIVIDUAL PASSENGERS |
12/060,674 | 04/01/2008 | 8,081,968 | 12/20/2011 | ||||||||||||
| CABIN TELECOMMUNICATION UNIT |
12/707,070 | 09/11/2002 | 8,140,732 | 3/20/2012 | ||||||||||||
| AIR-TO-GROUND CELLULAR COMMUNICATION NETWORK TERRESTRIAL BASE STATION HAVING MULTI-DIMENSIONAL SECTORS WITH ALTERNATING RADIO FREQUENCY POLARIZATIONS |
11/590,146 | 10/31/2006 | 8,145,208 | 03/27/2012 | ||||||||||||
| SYSTEM FOR MANAGING VOICE OVER INTERNET PROTOCOL COMMUNICATIONS IN A NETWORK |
12/029,298 | 02/11/2008 | 8,185,040 | 05/22/2012 | ||||||||||||
| METHOD AND APPARATUS FOR COMMUNICATION WITH A MOBILE UNIT |
11/100,753 | 04/07/2005 | 8,498,641 | 07/30/2013 | ||||||||||||
5
| Title |
Appl. No. | Appl. Date | Patent No. | Issue Date | ||||||||||||
| SYSTEM FOR TRANSMITTING WIRELESS HIGH-SPEED DATA SIGNALS BETWEEN A TERRESTRIAL-BASED ANTENNA AND AN AIRCRAFT |
13/222,722 | 08/31/2011 | 8,700,032 | 04/15/2015 | ||||||||||||
| DYNAMIC TIME BASED PRODUCTS |
14/291,562 | 05/30/2014 | 9,258,432 | 02/09/2016 | ||||||||||||
| SYSTEMS AND METHODS FOR TWO-PART ELECTRONIC DEVICE REGISTRATION |
14/291,558 | 05/30/2014 | 9,232,546 | 01/05/2016 | ||||||||||||
| MESH NETWORK BASED AUTOMATED UPLOAD OF CONTENT TO AIRCRAFT |
14/553,641 | 11/25/2014 | 9,287,999 | 03/15/2016 | ||||||||||||
| DATA DELIVERY TO DEVICES ON VEHICLES USING MULTIPLE FORWARD LINKS |
14/225,050 | 03/25/2014 | 9,197,314 | 11/24/2015 | ||||||||||||
| GROUND SYSTEM FOR VEHICLE DATA DISTRIBUTION |
13/675,190 | 11/13/2012 | 9,088,613 | 07/21/2015 | ||||||||||||
| COMMUNICATION SYSTEM AND METHOD FOR NODES ASSOCIATED WITH A VEHICLE |
13/675,194 | 11/13/2012 | 9,087,193 | 07/21/2015 | ||||||||||||
| LINE REPLACEABLE UNIT WITH UNIVERSAL HEAT SINK RECEPTACLE |
13/799,869 | 03/13/2013 | 8,982,562 | 03/17/2015 | ||||||||||||
| DETERMINING HUMAN STIMULI AT COMPUTING DEVICES |
13/781,841 | 03/01/2013 | 9,147,065 | 09/29/2015 | ||||||||||||
| MESH NETWORK BASED AUTOMATED UPLOAD OF CONTENT TO AIRCRAFT |
13/544,742 | 07/09/2012 | 8,934,893 | 01/13/2015 | ||||||||||||
| SPECTRUM SHARING BETWEEN AN AIRCRAFT-BASED AIR-TO-GROUND COMMUNICATION SYSTEM AND EXISTING GEOSTATIONARY SATELLITE SERVICES |
13/172,539 | 06/29/2011 | 8,442,519 | 05/14/2013 | ||||||||||||
| TRAFFIC SCHEDULING SYSTEM FOR WIRELESS COMMUNICATIONS |
13/009,579 | 01/19/2011 | 8,457,627 | 06/4/2013 | ||||||||||||
| DIFFERENTIATED SERVICES CODE POINT MIRRORING FOR WIRELESS COMMUNICATIONS |
13/009,687 | 01/19/2011 | 8,452,276 | 05/28/2013 | ||||||||||||
| SYSTEM FOR PROVIDING HIGH SPEED COMMUNICATIONS SERVICE IN AN AIRBORNE WIRELESS CELLULAR NETWORK |
12/137,995 | 06/12/2008 | 8,914,022 | 12/16/2014 | ||||||||||||
| MULTI-LINK AIRCRAFT CELLULAR SYSTEM FOR SIMULTANEOUS COMMUNICATION WITH MULTIPLE TERRESTRIAL CELL SITES |
11/590,379 | 10/31/2006 | 8,447,292 | 05/21/2013 | ||||||||||||
| SYSTEM FOR MANAGING MOBILE INTERNET PROTOCOL ADDRESSES IN AN AIRBORNE WIRELESS CELLULAR NETWORK |
12/060,645 | 04/01/2008 | 8,995,993 | 3/31/2015 | ||||||||||||
| OPTIMIZING USAGE OF MODEMS FOR DATA DELIVERY TO DEVICES ON VEHICLES |
14/225,077 | 03/25/2014 | 9,326,217 | 04/26/2016 | ||||||||||||
Gogo LLC U.S. Patent Applications
| Title |
Appl. No. | Appl. Date | Pub. No. | Pub. Date | ||||||||||||
| SYSTEM FOR PROVIDING TEMPORARY INTERNET ACCESS FROM A RESTRICTED LOCAL AREA NETWORK ENVIRONMENT |
13/588,903 | 08/17/2012 | 2014/0053243 | 02/20/2014 | ||||||||||||
| VEHICLE DATA DISTRIBUTION SYSTEM AND METHOD |
13/675,200 | 11/13/2012 | 2014/0136658 | 05/15/2014 | ||||||||||||
| MULTIPLE ANTENNA SYSTEM AND METHOD FOR MOBILE PLATFORMS |
14/177,863 | 02/11/2014 | 2014/0225767 | 08/14/2014 | ||||||||||||
| RADOME HAVING LOCALIZED AREAS OF REDUCED RADIO SIGNAL ATTENUATION |
14/209,698 | 03/13/2014 | 2015/0130671 | 05/14/2015 | ||||||||||||
| HYBRID COMMUNICATIONS FOR DEVICES ON VEHICLES |
14/225,017 | 03/25/2014 | 2015/0131513 | 05/14/2015 | ||||||||||||
| RADOME HAVING LOCALIZED AREAS OF REDUCED RADIO SIGNAL ATTENUATION |
14/209,713 | 03/13/2014 | 2015/0130672 | 05/14/2015 | ||||||||||||
| ADAPTIVE MODULATION IN A HYBRID VEHICLE COMMUNICATION SYSTEM |
14/224,859 | 03/25/2014 | 2015/0131512 | 05/14/2015 | ||||||||||||
6
| Title |
Appl. No. | Appl. Date | Pub. No. | Pub. Date | ||||||||||||
| SYSTEM FOR MANAGING MOBILE INTERNET PROTOCOL ADDRESSES IN AN AIRBORNE WIRELESS CELLULAR NETWORK |
14/340,921 | 07/25/2014 | 2014/0334379 | 11/13/2014 | ||||||||||||
| AUTONONMOUS-MODE CONTENT DELIVERY AND KEY MANAGEMENT |
14/530,409 | 10/31/2014 | |
Not yet published |
|
|
Not yet published |
| ||||||||
| RESUMPTION OF PLAY FOR A CONTENT-DELIVERY SESSION |
14/530,423 | 10/31/2014 | |
Not yet published |
|
|
Not yet published |
| ||||||||
| SYSTEMS AND METHODS FOR FACILITATING VOICE-BASD COMMUNICATIONS |
14/267,563 | 05/01/2014 | 2015/0319301 | 11/05/2015 | ||||||||||||
| SYSTEMS AND METHODS FOR NOTIFYING ELECTRONIC DEVICES OF VOICE-BASED COMMUNICATION REQUESTS |
14/267,400 | 05/01/2014 | 2015/0319300 | 11/05/2015 | ||||||||||||
| SYSTEMS AND METHODS FOR CONFIGURING AN ELECTRONIC DEVICE FOR CALLING CELLULAR BASED COMMUNICATIONS |
14/291,511 | 05/30/2014 | 2015/0133116 | 05/14/2015 | ||||||||||||
| SYSTEMS AND METHODS FOR COMMUNICATIONS WITH NON- TERRESTRIAL ELECTRONIC DEVICES |
14/291,979 | 05/30/2014 | 2015/0351066 | 12/03/2015 | ||||||||||||
| SYSTEMS AND METHODS FOR FACILITATING COMMUNICATIONS ORIGINATING FROM A NON-TERRESTRIAL NETWORK |
14/291,878 | 05/30/2014 | 2015/0350996 | 12/03/2015 | ||||||||||||
| SYSTEMS AND METHODS FOR FACILITATING COMMUNICATIONS DESTINED FOR A NON-TERRESTRIAL NETWORK |
14/292,035 | 05/30/2014 | 2015/0349875 | 12/03/2015 | ||||||||||||
| MULIPLE MODM COMMUNICATION SYSTEM AND METHOD FOR MOBILE PLATFORM |
14/307,228 | 06/17/2014 | 2015/0365870 | 12/17/2015 | ||||||||||||
| DATA CACHING IN A HYBRID COMMUNICATIONS SYSTEM |
14/309,342 | 06/19/2014 | 2015/0134754 | 05/14/2015 | ||||||||||||
| SYSTEMS AND METHODS FOR FACILITATING VOICE AND MESSANGING COMMUNICATIONS VIA VARIOUS NETWORKS |
14/312,413 | 06/23/2014 | 2015/0131519 | 05/14/2015 | ||||||||||||
| DELAYED DISK RECOVERY |
14/320,966 | 07/01/2014 | 2016/0004586 | 01/07/2016 | ||||||||||||
| CONTENT INTEGRITY CHECKS |
14/320,970 | 07/01/2014 | 2016/0006807 | 01/07/2016 | ||||||||||||
| MOBILE TELE-COMPUTER NETWORK FOR MOTION PICITURE, TELEVISION AND TV ADVERTISING PRODUCTION |
90/012,810 | 7/TBD/2014 | |
Not yet published |
|
|
Not yet published |
| ||||||||
| COMMUNICATIONS SYSTEMS AND METHODS FOR NODES ASSOCIATED WITH A VEHICLE |
14/754,046 | 06/29/2015 | 2015/0319248 | 11/05/2015 | ||||||||||||
| GROUND SYSTEM FOR VEHICLE DATA DISTRIBUTION |
14/797,461 | 07/13/2015 | 2015/0319073 | 11/05/2015 | ||||||||||||
| DATA DELIVERY TO DEVICES ON VEHICLES USING MULTIPLE FORWARD LINKS |
14/876,542 | 10/06/2015 | 2016/0036517 | 02/04/2016 | ||||||||||||
| DYNAMIC TIME BASED PRODUCT |
14/995,459 | 01/14/2016 | |
Not yet published |
|
|
Not yet published |
| ||||||||
| MESH NETWORK BASED AUTOMATED UPLOAD OF CONTENT TO AIRCRAFT |
15/014,333 | 02/03/2016 | |
Not yet published |
|
|
Not yet published |
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| FEATURE TRANSPARENCY FOR WIRELESS DEVICES |
14/912,834 | 02/18/2016 | |
Not yet published |
|
|
Not yet published |
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| OPTIMIZING USAGE OF MODEMS FOR DATA DELIVERY TO DEVICES ON VEHICLES |
15/075,032 | 03/18/2016 | |
Not yet published |
|
|
Not yet published |
| ||||||||
| SYSTEMS AND METHODS FOR FACILITATING COMMUNICATIONS DESTINED FOR A NON-TERRESTRIAL NETWORK |
15/079,953 | 03/24/2016 | |
Not yet published |
|
|
Not yet published |
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| PRESENCE-BASED NETWORK AUTHENTICATION |
15/090,026 | 04/04/2016 | |
Not yet published |
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Not yet published |
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| SYSTEMS AND METHODS FOR ON-BOARD ACCESS CONTROL |
15/092,844 | 04/07/2016 | |
Not yet published |
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Not yet published |
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| SYSTEMS AND METHODS FOR AUTHENTICATING APPLICATIONS TO ON-BOARD SERVICES |
15/092,884 | 04/07/2016 | |
Not yet published |
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Not yet published |
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| HYBRID COMMUNICATIONS FOR DEVICES ON VEHICLES |
15/150,576 | 5/10/2016 | |
Not yet published |
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Not yet published |
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| SYSTEMS AND METHODS FOR AVERTING UNSANCTIONED ACCESS TO ON-BOARD VEHICLE NETWORKS |
15/170,649 | 6/1/2016 | |
Not yet published |
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Not yet published |
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