EX-10.1.44



 Exhibit 10.1.44 

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 #1 TO PRODUCT DEVELOPMENT AND MANUFACTURING AGREEMENT 

XIPLINK XA/XE AIRLINK SYSTEMS 
 This Amendment No. 1 (this “Amendment”) to Product and Manufacturing Agreement dated October 3, 2011 between Gogo LLC (“Gogo”) and XipLink, Inc. (“XipLink”)
(“Agreement”) allows Gogo to purchase the XA-30K software on an IBM blade server platform; XS-SL/B (Server license for large system—BSD operating system) 
 Performance Targets (per Blade) 
 The XS-SL/B Final Performance Targets (FPT) is:

  

	 	•	 	 [***] 


  

	 	•	 	 [***] 


  

	 	•	 	 Ethernet failure redundancy 



The Initial Delivery Minimal Acceptable Performance (IDT) Target is: 
  

	 	•	 	 [***] 


 Deliverables /
Timelines 
 Following is a complete list of all deliverables and timelines: 

 

							
	 Deliverable
	  	 Party
	  	 Description
	  	 Due

Date

				
	IBM Hardware Specifications	  	Gogo	  	Desired 4 interface IBM blade server hardware platform model number.	  	11/10/12
				
	IDT Software	  	XipLink	  	Initial software load that, at a minimum, will perform to IDT target session/tunnel counts. Simplex Interface Solution	  	12/31/12
				
	FDT Software	  	XipLink	  	Final Commercial software upgrade to bring IDT software compliant to FDT session/tunnel count. Simplex Interface Solution.	  	1/30/13
				
	EAF Software	  	XipLink	  	Ethernet Automatic Failover redundancy. 2x wireless + 2x Routed interfaces cross connected to two switches so that should one switch port fail all blades connected to the switch
will automatically redirect to the redundant switch.	  	3/15/13
				
	Documentation	  	XipLink	  	Platform specific installation instructions.	  	2/28/13


  
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 Timeline 
 Key project dates are outlined below. Dates are estimates and are subject to change until PO is issued by Gogo. The payment here totaling [***] comprise the payment of XS-SL/B IBM Blade Server Platform
License defined in the Pricing section: 
  

							
	 Description
	  	Start Date	  	End Date	  	Duration
				
	 Gogo PO Issued; [***] payment processed (net 45)
	  	10/31/12	  	10/31/12	  	1 day
				
	 Phase 1: IDT Software Delivery to Gogo
	  	12/31/12	  	12/31/12	  	1
				
	 Gogo IDT Payment of [***] (net 45)
	  	1/1/13	  	1/1/13	  	1
				
	 Phase 2: FDT Software delivery to Gogo
	  	1/30/13	  	1/30/13	  	1
				
	 Gogo FDT Acceptance Test & Payment of [***] (net 45)
	  	2/1/13	  	2/1/13	  	1
				
	 Phase 3: EAF Software delivery to Gogo
	  	3/15/13	  	3/15/13	  	1
				
	 Gogo ESF Acceptance Test & Payment of [***] (net 45)
	  	4/1/13	  	4/1/13	  	1

 Trade-in Allowance 
 Gogo may Trade-in one XA-30K for each XS-SL/B purchased and receive a [***] credit for a net XS-SL/B price of [***] each. The trade-in offer is valid until June 2013, and each XA-30K trade-in must be in
good working condition. 
 Pricing ($USD) 
  

					
	 Description
	  	Price	 
		
	 XS-SL/B IBM Blade Server Platform License:

 
 - [***] Net 45 Days at contract
signing
  
 - [***] Net 45 days at
IDT delivery & acceptance
  
 -
[***] Net 45 at FDT delivery & acceptance
	  	 	[***] (one-time payment)	  
		
	 XS-SL/B IBM Blade Server License

 
 - Net 45
	  	   
  
  
	[***] (each)  

[zero ordered under this
 Amendment]
	    
   
   

		
	 Annual TAC fee for XE-SL/B IBM Licenses: 12%

- [***] per license per additional year coverage when purchased at Time of Initial Blade (XS-SL/B) order. First
12 months included with initial purchase.
	  	 
  
	[***] per Blade Server license
 per year after the first year
	  
   

		
	 XS-SL/B IBM Blade Server Platform ‘EAF’ (Redundancy failover) License:

- Net 45
	  	 
  
	[***] (one-time global license
 payment)
	  
   

		
	 TOTAL COST UNDER THIS AMENDMENT
	  	$	[***]	  


  
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 The terms of the Agreement are amended and modified by the terms and conditions of this Amendment, which
shall supersede and prevail over any conflicting terms and conditions, set forth in the Agreement. Except as specifically set forth herein (or as set forth in any other written amendments which may be entered into between the parties), all of the
terms and conditions of the Agreement remain unmodified and in full force and effect. No waiver, modification, or addition to this Amendment or the Agreement shall be valid unless in writing and signed by the parties hereto. 

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to Product Development and Manufacturing Agreement to be executed as of October 31,
2012. 
  

									
	GOGO LLC	 		 	XIPLINK, INC.
					
	By:	 	 /s/ Anand Chari
	 		 	By:	 	 /s/ Jack W. Waters

					
	Name:	 	 Anand Chari
	 		 	Name:	 	 Jack W. Waters

					
	Title:	 	 CTO
	 		 	Title:	 	 CEO



  
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