This AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is entered into as of May 25, 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, together with the Company, the “Parties”).
WHEREAS, the Parties desire to amend certain terms and provision of the Agreement, as set forth herein.
“(a) Demand Notice.
“(b) Filing and Effectiveness.
(c)In connection with the amendments described above, the Company acknowledges and agrees that (i) it will not be permitted to use or rely on the provisions of Section 3(d) of the Agreement to delay the filing or initial effectiveness of the Initial Shelf Registration Statement; and (ii) a Holder may deliver a Take-Down Notice prior to the effectiveness of the Initial Shelf Registration Statement pursuant to Section 3(e) of the Agreement so long as such Holder intends to effect a Shelf Offering after the effectiveness of the Initial Shelf Registration Statement.
(a)No Other Amendments. Except as expressly provided in Section 1 of this Amendment, the provisions of the Agreement are unchanged and will remain in full force and effect and nothing in this Amendment will be construed as a waiver of any rights or obligations of the Parties under the Agreement.
(b)Entire Agreement. This Amendment and the Agreement, together, (i) constitutes the entire agreement among the Parties with respect to the subject matter of this Amendment and the Agreement and supersede any prior discussions, correspondence, negotiation, proposed term sheet, agreement, understanding or agreement and there are no agreements, understandings, representations or warranties between the Parties other than those set forth or referred to in this Amendment and the Agreement and (ii) except as provided in Section 6 of the Agreement with respect to an Indemnified Party, is not intended to confer in or on behalf of any Person not a party to this Amendment and the Agreement (and their successors and assigns) any rights, benefits, causes of action or remedies with respect to the subject matter or any provision hereof.
(d)Titles and Subtitles. The titles of the sections and subsections of this Amendment are for convenience of reference only and will not affect the meaning or interpretation of this Amendment.
shall be an original, but all of which together shall constitute one instrument. This Amendment may be executed by facsimile signature(s).
IN WITNESS WHEREOF, each of the undersigned has executed this Amendment or caused this Amendment to be duly executed on its behalf as of the date first written above.
