FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENTChange in 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.
DIRECTOR INDEMNIFICATION AGREEMENTIndemnification 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
EMPLOYMENT AGREEMENTEmployment 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.
AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENTEmployment 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’ AGREEMENTStockholders’ 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.
AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENTEmployment 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 HERETOStockholders 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’ AGREEMENTStockholders’ 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.
