0001193125-13-251036 Sample Contracts

FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • June 7th, 2013 • Gogo Inc. • Communications services, nec • Illinois

This Change in Control Severance Agreement is entered into on this 6th day of March, 2013 (this “Agreement”) by and between Gogo Inc., a Delaware corporation (“the Company”), and Michael Small (“Executive”). Certain capitalized terms used herein have the meanings given to them in Section 16 hereof.

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EMPLOYMENT AGREEMENT
Employment Agreement • June 7th, 2013 • Gogo Inc. • Communications services, nec • Illinois

This Employment Agreement is entered into on this 31st day of March, 2008 (this “Agreement”) by and between AIRCELL LLC, 1250 N. Arlington Heights Road, Suite 500, Itasca, Illinois 60143 (the “Company”), and JOHN HAPP, (“Executive”). Upon occurrence of the Effective Date (as defined below), this Agreement shall supersede and replace all other agreements, whether oral or written, related to the terms of Executive’s employment with the Company. Certain capitalized terms used herein have the meanings given to them in Section 19 hereof.

DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • June 7th, 2013 • Gogo Inc. • Communications services, nec • Delaware

WHEREAS, qualified persons are reluctant to serve corporations as directors unless they are provided with appropriate indemnification against claims arising out of their service to and activities on behalf of the corporations; and

FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENT
Control Severance Agreement • June 7th, 2013 • Gogo Inc. • Communications services, nec • Illinois

This Change in Control Severance Agreement is entered into on this day of February, 2013 (this “Agreement”) by and between Gogo Inc., a Delaware corporation (“the Company”), and (“Executive”). Certain capitalized terms used herein have the meanings given to them in Section 16 hereof.

AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT
Employment Agreement • June 7th, 2013 • Gogo Inc. • Communications services, nec

WHEREAS, AirCell LLC (the “Company”) and John Happ (the “Executive”) have heretofore entered into an Employment Agreement dated as of March 31, 2008 (the “Agreement”); and

AMENDMENT NO. 2 TO STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • June 7th, 2013 • Gogo Inc. • Communications services, nec • Delaware

THIS AMENDMENT NO. 2 to the Stockholders’ Agreement (this “Amendment”) of Gogo Inc. (f/k/a AC HoldCo Inc.) (the “Company”), dated as of December 31, 2009, as amended by Amendment No. 1 to the Stockholders’ Agreement, dated as of March 8, 2011, and as updated with additional Stockholders from time to time (as amended and updated, the “Agreement”), is made and entered into effective as of this 21st day of December, 2012, by the Company and those stockholders holding a Majority in Interest. All capitalized terms used herein but not defined herein shall have the meaning assigned to them in the Agreement, and, except as otherwise provided below, references herein to a specific Section or Schedule will refer, respectively, to the corresponding Section or Schedule of the Agreement.

OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • June 7th, 2013 • Gogo Inc. • Communications services, nec • Delaware

WHEREAS, qualified persons are reluctant to serve corporations as officers unless they are provided with appropriate indemnification against claims arising out of their service to and activities on behalf of the corporations; and

AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT
Employment Agreement • June 7th, 2013 • Gogo Inc. • Communications services, nec

WHEREAS, Aircell LLC (the “Company”) and John Happ (the “Executive”) have heretofore entered into an Employment Agreement dated as of March 31, 2008 (as amended by Amendment Number One thereto dated December 31, 2008, the “Agreement”); and

STOCKHOLDERS’ AGREEMENT DATED AS OF DECEMBER 31, 2009 BETWEEN AC HOLDCO INC. AND THE PARTIES HERETO
Stockholders’ Agreement • June 7th, 2013 • Gogo Inc. • Communications services, nec • Delaware

This STOCKHOLDERS’ AGREEMENT, dated as of December 31, 2009, is entered into by and among AC Holdco Inc., a Delaware corporation (the “Corporation”), and each of those persons and entities, severally and not jointly, who are signatories hereto (each of such parties and any party who becomes a signatory hereto and owns shares of Common Stock or Preferred Stock being a “Stockholder” and together the “Stockholders”).

AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • June 7th, 2013 • Gogo Inc. • Communications services, nec • Delaware

THIS AMENDMENT NO. 1 to the Stockholders’ Agreement (this “Amendment”), dated as of December 31, 2009 of AC Holdco Inc. (“Aircell”) and the various stockholders party thereto is made and entered into effective as of this 8th day of March, 2011, by Aircell and those stockholders holding a Majority in Interest. All capitalized terms used herein but not defined herein shall have the meaning assigned to them in the Agreement (as hereinafter defined), and, except as otherwise provided below, references herein to a specific Section or Schedule will refer, respectively, to the corresponding Section or Schedule of the Agreement.

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