AMENDMENT NO. 19 TO MASTER SERVICES AGREEMENT

This AMENDMENT No. 19 (the “Amendment”) to Master Services Agreement is entered into July 1, 2013 (the “Amendment Effective Date”) by and between Hughes Network Systems, LLC (“HNS”) located at 11717 Exploration Lane, Germantown MD 20876, and Row 44, Inc. (“Row 44” or “Customer”) located at 4353 Park Terrace Drive Westlake Village, CA 91361.

 

Whereas, Row 44 and HNS entered into a Master Services Agreement on or about December 28, 2007 (hereafter referred to as the “MSA”) which agreement has been heretofore amended on a number of prior occasions; and

Whereas, Row 44 now desires to purchase and HNS desires to sell, certain services enabling the provision of additional capacity for European aeronautic services, which services are substantially similar to the services provided pursuant to the MSA, as previously amended; and

Now therefore, for and in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Row 44 and HNS hereby agree as follows:

HNS currently provides Equipment and Services to Customer which enables Customer to provide an Internet access services to passengers on commercial aircraft in Europe using the *** and *** Satellites (which airborne Internet access service is hereafter referred to as the “Aero-Service”). Customer now desires to:

This Amendment sets forth a description of the space segment to be provided by HNS to enable these Aero-Services, as well as certain other services to be provided by HNS which are required for these Services.

The term of the Services to be provided hereunder will continue through December 31, 2018.

*** Confidential treatment requested.

Customer will purchase and HNS will sell, certain satellite capacity and related services on the ***

Satellite through December 31, 2013. Customer must discontinue the use of this Satellite by a date not

later than said date. A description of this capacity and these services is set forth in Subsection A above.

In addition, commencing on July 1, 2013, and continuing through December 31, 2018, Customer will also purchase and HNS will sell, certain satellite capacity and related services on the *** Satellite. Initially, these services will be provided through the use of an RFT and NOC located at Intelsat’s facility in Fuchsstadt, Germany. Later, by a date currently estimated to be in January 2014, services will be transitioned to a NOC and RFT located at HNS’ facility in Greisheim, Germany. A description of this capacity and services, as well as the prices therefor, is set forth in Subection B below. The pricing does not include any taxes or VAT or other fees, or any applicable shipping or customs duties that may apply. The *** capacity is sold “as is” and is not subject to any possible early termination, either for incompatibility with Customer’s application or otherwise.

*** Confidential treatment requested.

Except as amended herein, all terms and conditions of the MSA as amended shall remain in full force and effect.

*** Confidential treatment requested.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 3 to be executed as of the Amendment Effective Date by and through their duly authorized representatives.

Hughes Network Systems, LLC            Row 44, Inc.

By: /s/ Philip K. O’Brien                By: /s/ John LaValle            

Title: VP Legal                        Title: CEO                

Date:     6/26/13                        Date:    25 June ‘13_______________