REGISTRATION RIGHTS AGREEMENT dated as of April 9, 2021 by and between GOGO INC. SILVER (XII) HOLDINGS, LLC and SILVER (EQUITY) HOLDINGS, LPRegistration Rights Agreement • April 13th, 2021 • Gogo Inc. • Communications services, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 9, 2021 by and among Gogo Inc. (the “Company”), Silver (XII) Holdings, LLC a Delaware limited liability company and Silver (Equity) Holdings, LP, a Delaware limited partnership (collectively, the “Investor”), and any Person who becomes a party hereto pursuant to Section 10(d). Capitalized terms used herein shall have the meaning assigned to such terms in the text of this Agreement or in Section 1.
Exchange AgreementExchange Agreement • April 13th, 2021 • Gogo Inc. • Communications services, nec • New York
This Exchange Agreement (this “Agreement”) sets forth the agreement by and among Gogo Inc., a Delaware corporation (“Gogo” or the “Issuer”), and each entity or account listed on Appendix A hereto (each a “Holder” and collectively, the “Holders”) regarding the terms and conditions upon which, in exchange for the principal amount of those certain 6.000% Convertible Senior Notes due 2022 (the “Notes”) previously issued by the Issuer under that certain indenture (the “Indenture”), dated as of November 21, 2018, by and between Gogo, as issuer, and U.S. Bank National Association, as trustee (the “Trustee”), and beneficially owned by each Holder, in an amount equal to the aggregate principal amount of Notes listed opposite such Holder’s name on Appendix A hereto under the heading “Exchange Notes” (the “Exchange Notes”), the Issuer will issue and deliver, or cause to be delivered, to each Holder a number of shares of the Issuer’s common stock, par value $0.0001 per share (the “Common Stock”),
AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENTThe Registration Rights Agreement • April 13th, 2021 • Gogo Inc. • Communications services, nec • New York
This AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of April 9, 2021, is made by and among Gogo Inc. (f/k/a AC HoldCo Inc.), a Delaware corporation (the “Company”), and Thorndale Farm Gogo, LLC (as assignee to the interests of the Thorne Investors, as defined in the Agreement (as defined below)) (the “Thorne Investors”). The Company and the Holder will be referred to each as a “Party” and collectively as the “Parties.”
