Amendment to the Registration Rights Agreement, dated as of May 25 2021, by and among Gogo Inc., Silver (XII) Holdings, LLC and Silver (Equity) Holdings, LP
AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT
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, each of the Parties are party to the registration rights agreement, dated April 9, 2021 (the “Agreement”) (unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings assigned to such terms in the Agreement); and
WHEREAS, the Parties desire to amend certain terms and provision of the Agreement, as set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises hereinafter set forth, the Parties agree as follows:
(a)Section 3(a)(i) of the Agreement is hereby amended and restated in its entirety as follows:
“(a) Demand Notice.
(i) Subject to Section 3(b)(i), the Investor or any Holder that beneficially owns at least a majority of the Registrable Securities (a “Demanding Holder”) shall have the right at any time to deliver a written request (a “Demand Notice”) to require the Company to use reasonable best efforts to file with the SEC a Shelf Registration Statement relating to the offer and sale by such Holder of all of its Registrable Securities then outstanding (a “Demand Registration”). The Investor shall be deemed to have delivered a Demand Notice in respect of the Initial Shelf Registration Statement, as set forth in Section 3(b)(i), for all of its Registrable Securities at the time of the execution and delivery of the Amendment, and the intended method or methods of disposition thereof shall be deemed to be as set forth in Appendix A hereto. All other requests made pursuant to this Section 3(a)(i) shall specify the number of Registrable Securities to be registered, and the intended method or methods of disposition thereof.”
(b)Section 3(b)(i) of the Agreement is hereby amended and restated in its entirety as follows:
“(b) Filing and Effectiveness.
(i) The Company shall file an Initial Shelf Registration Statement providing for the registration of, and the sale or distribution from time to time on a continuous or delayed basis of, the Registrable Securities and cause such Initial Shelf Registration Statement to be declared effective by the SEC by no later than April 8, 2022 (it being agreed that any Initial Shelf Registration Statement shall be an Automatic Shelf Registration Statement that shall become effective upon filing with the SEC pursuant to Rule 462(e), if Rule 462(e) is then available to the Company).”
(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.
(c)Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction.
(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.
(e)Counterparts; Facsimile Signatures. This Amendment may be executed in any number of counterparts (including via facsimile and electronic transmission), each of which
shall be an original, but all of which together shall constitute one instrument. This Amendment may be executed by facsimile signature(s).
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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.
By: /s/ Marguerite M. Elias
Name: Marguerite M. Elias
Title: Executive Vice President, General
Counsel and Secretary
SILVER (XII) HOLDINGS, LLC
By: /s/ Mark M. Anderson
Name: Mark M. Anderson
SILVER (EQUITY) HOLDINGS, LP
By: GTCR Partners XII/A&C LP, its general partner
By: GTCR Investment XII LLC, its general partner
By: /s/ Jeffrey S. Wright
Name: Jeffrey S. Wright
Title: Authorized Signatory