THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION: [***] AMENDMENT NO. 3 TO THE DEVELOPMENT AGREEMENT

Exhibit 10.1.12

THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION: [***]

AMENDMENT NO. 3 TO THE DEVELOPMENT AGREEMENT

This Amendment No. 3 to the Development Agreement (this “Amendment No. 3”) is made and entered into as of September 23, 2011 (the “Amendment No. 3 Effective Date”) by and between QUALCOMM Incorporated, having a place of business at 5775 Morehouse Drive, San Diego, California, 92121 (“Qualcomm”), and Gogo LLC (f/k/a Aircell LLC), a Delaware limited liability company, having a place of business at 1250 North Arlington Heights Rd. Suite 500, Itasca, IL 60143 (“Gogo”).

RECITALS

A. Qualcomm and Gogo entered into that certain Development Agreement dated as of September 4, 2007 (the “Agreement”) and amended by that certain Amendment No. 1 dated as of December 11, 2008 (“Amendment No. 1”) and by that certain Amendment No. 2 dated as of April 11, 2011 (“Amendment No. 2”).

B. Qualcomm and Gogo now desire to further amend the Agreement to reflect changes to the development tasks to be performed by Qualcomm and paid for by Gogo.

C. Unless otherwise stated in this Amendment No. 3, all capitalized names used herein but not defined herein shall have the meanings attributed to them in the Agreement.

AGREEMENT

NOW, THEREFORE, for and in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Appendment of New Statement of Work to the Agreement. The following Statement of Work shall be appended to and become part of the Agreement:

“STATEMENT OF WORK”

Qualcomm shall design and develop certain software for dual aircard-1 directional antenna testing. [***] for existing Aircard-1 and is used with Gogo’s Air-to-Ground Broadband System (ABS) BigSky first generation system.

Such software shall have the following key characteristics:

As part of Feature F above, Qualcomm shall perform the following tasks:

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The software described in Section 1 shall be released to Gogo three (3) months after the Amendment No. 3 Effective Date.

Gogo and Qualcomm shall have thirty (30) days to complete the testing, bug fixes and acceptance and of the initial software release,

Qualcomm and Gogo agree that the Development Milestones described in Section 2 of that certain Statement of Work appended to the Agreement by Amendment No. 2 is hereby amended and replaced in its entirety with the following:

The following sets forth the Deliverables and project milestones for Qualcomm and Gogo. Dates are targets are best estimates and not firm commitments of Qualcomm.

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The following sets forth the milestones triggering Gage’s payment obligation to Qualcomm for the Qualcomm obligations and Deliverables described herein.

Section 2. Effectiveness of Agreement. Except Its expressly provided herein, nothing in this Amendment No. 3 shall be deemed to waive or modify any of the provisions of the Agreement, or any amendment or addendum thereto. In the event of any conflict between the Agreement, this Amendment No. 3 or any other amendment or addendum thereof, the document later in time shall prevail.

Section 3. Counterparts and Facsimile Delivery. This Amendment No. 3 may be executed in two or more identical counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute this Amendment No. 3 when a duly authorised representative of each party has signed a counterpart. The parties may sign and deliver this Amendment No. 3 by facsimile transmission. Each party agrees that the delivery of this Amendment No. 3 by facsimile shall have the same force and effect as delivery of original signatures and that each party may use such facsimile signatures as evidence of the execution and delivery of this Amendment No. 3 by all parties to the same extent that an original signature could be used.

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IN WITNESS WHEREOF, the parties have caused their authorized representatives to execute this Amendment No.3 as of the Amendment No.3 Effective Date.

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