Exhibit 10.9




 





CONFIDENTIAL
TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED HAVE BEEN MARKED WITH
THREE ASTERISKS [***] AND A FOOTNOTE INDICATING “CONFIDENTIAL TREATMENT REQUESTED”. MATERIAL OMITTED HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 


MASTER EQUIPMENT
PURCHASE AGREEMENT


 


BETWEEN


 


HUGHES NETWORK
SYSTEMS, LLC


 


AND


 


ROW 44, INC.


 


DRAFT


 




    	 



    	 



    

 


MASTER
EQUIPMENT PURCHASE AGREEMENT


 


This
Agreement is entered into and made effective as of this _____ day of ___________ 2007, (the “Effective Date”) by and
between Row 44, Inc., with offices at 31280 Oak Crest Drive, Suite #5, Westlake Village, CA 91361 (“Customer”), and
Hughes Network Systems, L.L.C., having its principal offices at 11717 Exploration Lane, Germantown, MD 20876 (“HNS”
or “Hughes”).


 


WHEREAS,
the parties hereto entered into that certain Satellite Delivery and Services Agreement on or about September 9, 2004, as amended
by that certain Amendment No. 1 effective as of September 30, 2005 (collectively, the “Original Agreement”);


 


WHEREAS,
the Original Agreement contemplated that the parties would enter into a further agreement for the provision by HNS of certain
equipment to be used in connection with Customer’s deployment of a communication system for Internet connectivity on aircraft
(the “System”);


 


WHEREAS,
the parties have agreed, in a certain Development Services Agreement heretofore entered into by each them on or about July 10,
2007, that the platform to be utilized for the System would be the HNS’ HX Network, instead of the architecture initially
contemplated in the Original Agreement;


 


WHEREAS,
the Parties further intend that the Original Agreement be revised to provide, among other things, that the prices for the equipment
and services to be utilized in connection with the System be changed to the prices and payment structure herein specified; and


 


NOW THEREFORE,
for and in consideration of the foregoing and of the mutual premises hereinafter expressed, and intending to be legally bound
hereby, it is mutually agreed as follows:


 


1.       EQUIPMENT
TO BE PURCHASED BY CUSTOMER


 


During
the Term (as defined), HNS will provide, and Customer will accept and pay for,
the satellite communication equipment (“Equipment”) in accordance with and subject to the terms and conditions set
forth herein and Exhibits A and B attached hereto and incorporated herein:


 


Exhibit
A – Equipment Order and Pricing


Exhibit
B – HX 150 Warranty Repair and Out of Warranty Repair Services and Pricing


 


During
the Term, Customer may order additional Equipment, (subject to the provisions described herein relating to the potential discontinuation
of the supply of such Equipment) for the same at the prices set forth in this Agreement, including the Exhibits hereto. Prior
to discontinuing the availability of any item Equipment for purchase by Customer, HNS will provide Customer with at ***
months notice and will provide Customer the opportunity to make a “last buy” of any such Equipment. Further, in such
event the conditions described in Exhibit A relative to HNS providing a license to the intellectual property associated with the
remote Equipment to Customer will also apply.


 








 



*** Confidential treatment
requested.


 





    	 



    	 



    

 


2.        TERM
OF AGREEMENT


 


The
term of this Agreement (“Term”) and the term of Services provided hereunder will remain in effect for sixty (60) months
(the “Initial Term”), unless terminated earlier as provided herein. At the end of the Initial Term, the Term will
automatically renew for one additional five year period, unless otherwise terminated by Customer giving written notice to HNS
at least ninety (90) days prior to the end of the Initial Term. At the end of the first additional five (5) year period, the Term
will then automatically renew an additional five (5) year period, unless otherwise terminated by either party giving written notice
of the other at least ninety (90) days prior to the end of the then current Term (each extended five (5) year period a “Renewal
Term”).  The Initial Term and the subsequent Renewal Terms are
referred to in this Agreement as the “Term” of this Agreement. 


 


3.        DELIVERY,
OWNERSHIP AND RISK OF LOSS 


 


Title
and risk of loss to all Equipment, as identified in the Exhibit A, shall pass to Customer upon delivery. For purposes of this
Agreement, in respect of the HX NOC Equipment to be provided by HNS, “delivery” shall take place upon shipment of
the relevant Equipment to HNS’ facility. This Agreement will constitute a security agreement with respect to all Equipment
up to the date of payment, and Customer hereby authorizes HNS to sign and file on behalf of Customer any financing statements
or other documents that may be necessary to perfect such security interest.


 


Customer
hereby authorizes HNS to deliver the HX NOC equipment specified in Section A.1.A of Exhibit A to a *** by December
31, 2007. Customer further authorizes HNS to deliver the quantity of Remote Equipment, as specified in Section 2.4.1 of said Exhibit
A, to a Customer designated location by December 31, 2007. HNS will maintain special security procedures for such equipment, including
but not limited to keeping it separate from any other equipment maintained by HNS at such location. HNS will maintain all-risk
insurance with coverage limits covering the replacement value of all Equipment and, in the event of any loss or damage to the
Equipment, HNS will replace the Equipment.


 


4.       EQUIPMENT
ORDERS, LEAD TIMES AND FORECASTING


 


Each
time Customer elects to purchase Equipment, it shall issue a Purchase Order to HNS. Each individual Purchase Order for Equipment
shall set forth the following required terms: (i) the identity and quantities of Equipment ordered, (ii) the price, pursuant to
this Agreement, and (iii) the desired delivery schedule. Customer shall provide to HNS, on the first working day of each month,
a rolling fifty-two (52) week forecast of its anticipated purchase of Equipment from HNS. A Purchase Order shall be issued at
least sixteen (16) weeks prior to the production week, with week zero (0) being the scheduled production week. Accordingly, Customer’s
forecast volumes for weeks zero through sixteen (0-16) must be covered by binding Purchase Orders and forecast volumes for weeks
beyond week sixteen shall be for planning purposes only.


 








 



*** Confidential treatment
requested.


 





    	 



    	 



    

 


4.A     EQUIPMENT
CHANGES AND CHANGE NOTICES


 


HNS
may, from time to time, make changes to the Equipment to be provided hereunder in order to add functionality or enhanced performance,
reduce cost, or other reasons. In the event any such change affects the form, fit or function of such remote Equipment, HNS will
provide notice of such change to Customer as promptly as practicable, but, in any event, no later than delivery of Equipment subject
to such change. In the event that, after such notification and any subsequent discussions between the parties, Customer determines
that any such changed remote Equipment will not be acceptable to Customer, Customer may order any quantity of the prior version
of such Equipment as it deems necessary, and HNS will exercise its best reasonable efforts to supply such Equipment. Further,
in the event that HNS is not able to provide such additional remote Equipment in the quantities required by Customer, HNS will
grant Customer a license to the intellectual property required for the manufacture and supply of such Equipment pursuant to commercially
reasonable terms.


 


5.       ASSIGNMENTS



 


Except
for (i) assignment to a successor who acquires substantially all of the assets and business of HNS or Customer, (ii) assignment
to a subsidiary company, parent company, or subsidiary of parent company, or (iii) assignment, pledge, or transfer by HNS of any
interest in any payments to be received by HNS hereunder, neither party hereto may assign this Agreement or any portion hereof
without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. Any assignment permitted
hereunder, or otherwise agreed to by the other party hereto will not relieve the assigning party of any obligations with respect
to any covenant, condition, or obligation required to be performed by the assigning party under this Agreement.


 


6.       PRICE
AND PAYMENT TERMS 


 


		A.	The
                                                                              prices for the Equipment to be provided hereunder
                                                                              (“Charges”) are set forth in Exhibit
                                                                              A.



 


		B.	The prices
                                                            for the Equipment set forth in Exhibit A shall be fixed for the Initial
                                                            Term.



 


		C.	The
                                                                              Charges provided for in this Agreement are exclusive
                                                                              of the following taxes and charges with respect
                                                                              to the Services or Equipment provided hereunder:
                                                                              (i) any present or future Federal, State, or local
                                                                              excise, sales, or use taxes; (ii) any other present
                                                                              or future excise, sales or use tax, or other charge
                                                                              or assessment upon or measured by the gross receipts
                                                                              from the transactions provided in this Agreement
                                                                              or any allocated portion thereof or by the gross
                                                                              value of the Equipment, and other materials provided
                                                                              hereunder, including but not limited to a Universal
                                                                              Service Fund charge; and (iii) any present or future
                                                                              property, inventory, or value-added tax or similar
                                                                              charge. Customer will pay and discharge, either
                                                                              directly to the governmental agency or as billed
                                                                              by HNS, the foregoing taxes and charges and all
                                                                              assessments, and other taxes with respect to the
                                                                              transactions provided in this Agreement and all
                                                                              Equipment provided hereunder (excluding any Federal,
                                                                              state, local or foreign income taxes, or any tax
                                                                              on gross receipts or gross revenue which is in the
                                                                              nature of an income tax, or any franchise, net worth
                                                                              or capital taxes, imposed upon HNS).



 


		D.	Customer will pay all invoices submitted
                                                            hereunder in accordance with the payment terms set forth in Exhibit
                                                            A. In the even t no such payment terms are described in said Exhibit
                                                            A in respect of other item or items being purchased by Customer, Customer
                                                            will pay such invoices net thirty (30) days from the date of invoice.
                                                            Customer agrees to pay on demand a late payment charge on any amount
                                                            that is not received by the due date for such payment, at an annual
                                                            rate of the lesser of (i) the current prime rate (or equivalent),
                                                            as last quoted by The Wall Street Journal prior to the due date of
                                                            the payment, plus two percent (2%), or (ii) the maximum rate allowed
                                                            by applicable law. Any invoice not disputed by Customer in writing
                                                            within 120 days after issuance shall be deemed valid and shall not
                                                            be subject to dispute.



 




    	 



    	 



    

 


7.       LICENSE
OF SOFTWARE


 


		A.	Customer
                                                                acknowledges that any software supplied by HNS to Customer hereunder
                                                                as listed in Exhibit A is subject to the proprietary rights of
                                                                HNS and/or HNS' vendor(s) (the “Licensor(s)”) Customer
                                                                acknowledges that any software licensed hereunder was developed
                                                                using HNS’ and its Licensor’s typical commercial practices,
                                                                and not in anticipation of Customer’s particular aircraft-based
                                                                application. Except for the licenses granted herein, HNS or its
                                                                Licensor(s), as the case may be, will retain all right, title
                                                                and interest in the Software. Customer acknowledges that it may
                                                                use the Software only pursuant to the terms of this Agreement.



 


		B.	Subject
                                                                                                  to Customer payment of the Charges
                                                                                                  specified herein, HNS hereby
                                                                                                  grants to Customer and Customer
                                                                                                  hereby accepts from HNS a perpetual,
                                                                                                  irrevocable, worldwide,
                                                                                                  nonexclusive license (or sublicense,
                                                                                                  as applicable) to use the Software
                                                                                                  and associated documentation
                                                                                                  solely in connection with the
                                                                                                  Equipment provided hereunder,
                                                                                                  such license to commence upon
                                                                                                  delivery of the Software and
                                                                                                  associated Equipment to Customer.
                                                                                                  Customer’s right to use
                                                                                                  Software shall include the right
                                                                                                  to use multiple versions or
                                                                                                  releases of the Software, if
                                                                                                  applicable (including any updates,
                                                                                                  “bug” fixes or enhancements).



 


			



		C.	Except
                                                                as permitted by this Article, Customer will not (i) alter, modify,
                                                                create derivative works of, or attempt to alter, modify, or create
                                                                derivative works of the Software or any part thereof, (ii) copy,
                                                                duplicate, or permit anyone else under
                                                                the control of Customer to copy or duplicate, any part
                                                                of the Software, or (iii) create or attempt to create, or permit
                                                                others under the control
                                                                of Customer to create or attempt to create, by decompiling,
                                                                disassembling, reverse engineering or otherwise, the source programs
                                                                or any part thereof from the object programs or from other information
                                                                made available under this Agreement. Customer may at its own expense
                                                                make one copy of the object program for archive purposes.



 


		D.	HNS
                                                                acknowledges that Customer may resell or
                                                                lease some portion of the Equipment provided hereunder
                                                                to third parties, including
                                                                its airline customers
                                                                and suppliers. In such event, with
                                                                respect to each item of Equipment, HNS further agrees that
                                                                the license granted to Customer for
                                                                Software installed or used in connection with such Equipment hereunder
                                                                shall automatically transfer to such third party upon such resale
                                                                or lease by Customer. Except as described herein, Customer
                                                                will not, directly or indirectly, distribute, sell, assign, transfer,
                                                                offer, disclose, lease (as lessor), or license the Software to
                                                                any third party. Customer agrees to use commercially reasonable
                                                                efforts to notify HNS within 30 days after
                                                                it learns of the unauthorized possession, use or knowledge
                                                                of the Software made available to Customer pursuant to this Agreement
                                                                by any person under
                                                                the control of Customer not authorized to have such possession,
                                                                use or knowledge.



 




    	 



    	 



    

 


8.       FORCE
MAJEURE 


 


Either
party hereto shall be excused for delays or interruptions in the performance of its obligations under this Agreement when such
delays or interruptions (i) are caused by the other party, or, (ii) except for the exercise of due care, are otherwise beyond
the reasonable control of such party, including but not limited to war (whether or not actually declared), sabotage, insurrection,
rebellion, riot or other act of civil disobedience, act of a public enemy, failure of or delay in transportation, any governmental
act, judicial action, priorities given U.S. Government procurements, labor dispute, shortage of labor, fuel, raw material or machinery,
fire, accident, explosion, epidemic, quarantine, storm, flood, earthquake, or other Acts of God (“Force Majeure”).
The parties specifically agree that rain, snow or other ordinary weather conditions (excluding tornadoes, hurricanes, and other
major storms) do not constitute Force Majeure conditions. If any such Force Majeure occurs, the party affected by such Force Majeure
shall use its best efforts to abate the effect of such Force Majeure and restore compliance with the terms of this Agreement as
soon as possible. In that regard, during a Force Majeure, HNS shall allocate production and deliveries of equipment to Customer
on a basis no less detrimental than any other customer of HNS similarly subject to such Force Majeure; provided, that, HNS may
give preferential treatment to allocating equipment to the U.S. Government. Customer may cancel any scheduled delivery that has
been excusably delayed for reason (ii) above for more than two (2) months.


 


9.     LIMITED
WARRANTIES ON EQUIPMENT, DISCLAIMERS, PROCEDURES


 


		A.	HNS
                                                                                  will deliver good title to all of the Equipment
                                                                                  purchased by Customer pursuant to this Agreement,
                                                                                  free from any and all liens, claims, or encumbrances.



 


		B.	Subject
                                                                                  to the terms and conditions hereof, for
                                                                                  any Equipment which is in the nature of NOC
                                                                                  Equipment or applicable spare parts, , HNS warrants
                                                                                  that such Equipment shall perform in accordance
                                                                                  with the specifications for such Equipment for
                                                                                  a period of 12 months from the date of
                                                                                  delivery from
                                                                                  HNS to Customer, provided,
                                                                                  that, for the initial NOC order made herein,
                                                                                  such warranty shall commence on the installation
                                                                                  of such Equipment at the designated NOC. For
                                                                                  Equipment which is in the nature of Remote
                                                                                  Equipment, such as the HX 150 boards, HNS warrants
                                                                                  that such Equipment will be manufactured in
                                                                                  substantial conformity with HNS’ standard
                                                                                  manufacturing processes and will meet HNS’
                                                                                  standard HX150 specifications (as such specifications
                                                                                  are in effect as of the date of delivery of
                                                                                  such Equipment to Customer) for
                                                                                  a period of the lesser of 42 months from the
                                                                                  date of delivery to Customer, or 36 months from
                                                                                  the date of installation. HNS shall,
                                                                                  at its option and expense in accordance with
                                                                                  Paragraph C below, promptly repair or replace,
                                                                                  or cause to be repaired or replaced, any Equipment
                                                                                  that proves to have a defect during such warranty
                                                                                  periods. Fees for repair or replacement
                                                                                  of equipment beyond the warranty period are
                                                                                  set forth in Exhibit B. In addition, in respect
                                                                                  of any item which is separate “deliverable”
                                                                                  pursuant to Exhibit A to this Agreement (as
                                                                                  opposed to a component in a deliverable), in
                                                                                  the event that HNS’ agreements with its
                                                                                  suppliers and subcontractors provide better
                                                                                  warranties than those specified herein, HNS
                                                                                  will pass through the benefit of any such better
                                                                                  warranties to Customer.



 


		C.	The
                                                                                  limited warranties set forth in this Article,
                                                                                  except for the warranty of title, are contingent
                                                                                  upon Customer’s notifying HNS of an alleged
                                                                                  defect during the warranty
                                                                                  periods defined herein. Repair, replacement,
                                                                                  amendment, or alteration will be performed in
                                                                                  accordance with HNS’ standard practices
                                                                                  with respect to such Equipment. Customer shall
                                                                                  be responsible for the return of Equipment to
                                                                                  HNS’ designated repair location
                                                                                  (to be located within the contiguous
                                                                                  United States), freight prepaid and packed to
                                                                                  assure safe arrival. HNS shall return repaired,
                                                                                  replaced, amended or altered Equipment, freight
                                                                                  prepaid and packed to assure safe arrival, to
                                                                                  Customer’s designated location in the
                                                                                  contiguous United States.



 




    	 



    	 



    

 


		D.	Except
                                                                as set forth herein, Customer hereby acknowledges and agrees
                                                                HNS make no representation, and disclaims any warranty, express
                                                                or implied, regarding the Equipment,
                                                                including, without limitation, the operation of the Equipment
                                                                in Customer’s aeronautical application. Without limiting
                                                                the generality of the foregoing, HNS makes no representation regarding
                                                                the fitness for use of the Equipment in Customer’s aeronautical
                                                                application and, except as described in Subsections A and B of
                                                                this Section 9, Customer accepts remote equipment “as is”
                                                                and without any other warranty. In addition, Customer has sole
                                                                responsibility for any and all changes that may be required to
                                                                ensure fitness for use in Customer’s aeronautical application
                                                                and for obtaining all necessary FAA, FCC and any other certifications
                                                                that may be required for flight qualification. Further, limited
                                                                warranties set forth in this Article will not apply with respect
                                                                to (i) Equipment that has been subject to unauthorized alteration,
                                                                modification, or repair, (ii) defects or failures resulting from
                                                                handling, storage, operation, interconnection, or installation;
                                                                (iii) failure to continually provide a suitable installation and
                                                                operational environment; or (iv) any other cause beyond the range
                                                                of normal usage for the equipment;
                                                                provided, that, the exceptions above shall not apply where such
                                                                exception results from HNS’s actions pursuant to an agreement
                                                                with Customer. In the event Customer desires to make a
                                                                modification to the Equipment which is not “authorized”
                                                                by HNS, Customer may, at its option, acquire a license from HNS
                                                                to the intellectual property necessary for Customer or its contractor
                                                                to manufacture of the relevant Equipment itself. The terms of
                                                                any such license will be mutually agreed by the parties.



 


		E.	EXCEPT
                                                                AS SPECIFICALLY SET FORTH HEREIN, HNS NEITHER MAKES NOR ASSUMES
                                                                ANY LIABILITY UNDER ANY WARRANTIES (WHETHER EXPRESS, IMPLIED,
                                                                OR STATUTORY) ON OR WITH RESPECT TO THE SUPPLIED EQUIPMENT OR
                                                                ANY COMPONENT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
                                                                CONDITIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                                                                PURPOSE.



 


10.        PATENT
AND COPYRIGHT INDEMNITY 


 


		A.	Hughes
                                                            warrants that, to the best of its knowledge, the Software and the
                                                            Equipment will not infringe any patent, copyright, trademark, trade
                                                            secret, mask work right or other intellectual property right of any
                                                            third party. If Customer promptly notifies Hughes in writing of a
                                                            third party claim against Customer that any of the Equipment or Software
                                                            provided by Hughes infringes a patent, copyright trade secret or other
                                                            intellectual property right of a third party, Hughes will indemnify,
                                                            defend and hold Customer harmless with respect to such claim at Hughes’
                                                            expense and will pay any costs or damages that may be finally determined
                                                            against Customer. In the event of any such claim, HNS shall have the
                                                            right to control the defense thereof and Customer shall provide such
                                                            reasonable assistance and information, at HNS’ expense, as HNS
                                                            requests in writing and as it is available to Customer.



 




    	 



    	 



    

 


		B.	Further,
                                                            if any such item is, or in Hughes’ opinion is likely to be,
                                                            held to constitute an infringing product, Hughes shall at its expense
                                                            and option either (a) procure the right for Customer to continue using
                                                            it, (b) replace it with a non-infringing equivalent reasonably acceptable
                                                            to Customer, (c) modify it to make it non-infringing or (d), only
                                                            if the remedies above are impracticable, accept return of such item
                                                            and, in addition to the indemnification obligations above and such
                                                            other rights and remedies of Customer available herein, refund to
                                                            Customer the fees paid for such item less a reasonable amount for
                                                            Customer’s use of the relevant item up to the time of return.



 


		C.	Notwithstanding
                                                                              the above, HNS will not be liable for any such damages
                                                                              or costs attributable to claims resulting from (i)
                                                                              HNS' compliance with Customer’s designs, specifications,
                                                                              or instructions, (ii) use of any item provided by
                                                                              HNS in combination with products not supplied by
                                                                              HNS, to the extent the claim would not have otherwise
                                                                              arisen but for such combined use, or (iii) a manufacturing
                                                                              or other process carried out by or through Customer
                                                                              and utilizing any item provided by HNS that constitutes
                                                                              either direct or contributory infringement of any
                                                                              patent or other intellectual property right,.
                                                                              In addition, the exclusion from HNS’ intellectual
                                                                              property indemnity, as described in Section 9(e)
                                                                              of the Development Services Agreement heretofore
                                                                              entered into by the parties, as said exclusion applies
                                                                              to claims of infringement which would not have arisen
                                                                              but for such development work, shall continue to
                                                                              apply. All such claims for which HNS has no indemnity
                                                                              obligation are hereafter referred to as "Other
                                                                              Claims". Customer will indemnify HNS from any
                                                                              and all losses, liabilities, damages and costs finally
                                                                              awarded or agreed upon in any settlement of a claim
                                                                              for infringement of any patent or intellectual property
                                                                              right in any suit resulting from Other Claims, and
                                                                              from reasonable expenses incurred by HNS in defense
                                                                              of such suit if Customer does not undertake the
                                                                              defense thereof.



 


		D.	The
                                                                              foregoing indemnity shall be Customer’s sole
                                                                              and exclusive remedy for any patent and copyright
                                                                              infringement claims arising out of the use of the
                                                                              Equipment, Software and documentation provided to
                                                                              Customer hereunder, and is in lieu of any other
                                                                              indemnity or warranty, express or implied, with
                                                                              respect to intellectual property.



 


11.     INDEMNIFICATION


 


Customer
and HNS shall indemnify, defend and hold the other harmless from and against any claims, demands, and causes of action asserted
against the indemnitee by any person (including, without limitation, HNS' and Customer's employees, HNS' subcontractors and employees
of such subcontractors or any third party) for personal injury or death or for loss of or damage to property resulting from the
indemnitor's negligence or willful misconduct hereunder. Where personal injury, death or loss of or damage to property is the
result of the joint negligence or willful misconduct of Customer and HNS, the indemnitor's duty of indemnification shall be in
proportion to its allocable share of joint negligence or willful misconduct.


 


Customer
shall indemnify, defend and hold HNS harmless from and against any claims, demands, and causes of action asserted against the
indemnitee by any person (including, without limitation, any of Customer’s customers or any person or entity that Customer
permits to use any service provided by Customer) based on any claim in connection with: (i) the Equipment provided to any customer
of Customer (including end users or airlines) or the failure of Customer to provide such Equipment and any service; (ii) any material
misrepresentation or material omission made to by Customer regarding the Equipment or any service to be provided by Customer;
(iii) any claim by any customer of Customer arising from loss of service due to the termination of this Agreement or any other
reason; and (iv) any violation by Customer of local, state or federal laws, rules and regulations.


 




    	 



    	 



    

 


Each
party’s indemnification obligation shall be contingent upon the indemnitee giving prompt written notice to the indemnitor
of any such claim, demand, or cause of action and permitting the indemnitor to have sole control of the defense thereof.




 


12.      INSURANCE.


 


		A.	Commencing
                                                                not later than the first installation by Customer on a commercial
                                                                aircraft and thereafter during the Term, Customer shall
                                                                obtain and maintain at its own expense insurance of the type and
                                                                in the amounts set forth below:
	 	 	 



		i	Commercial
                                                              General Liability (“CGL”) coverage on an occurrence
                                                              basis (not claims made), with limits at least $20,000,000
                                                              per occurrence for bodily injury and property damage, including
                                                              coverage for liability arising from (i) premises; (ii) operations;
                                                              (iii) broad form property damage; (iv) personal injury; (v) independent
                                                              contractor's liability; and (vi) work performed by Customer.



  


		ii	Excess
                                                               Liability coverage with respect to the CGL policy described above,
                                                               in an umbrella form and on an occurrence basis with limits of at
                                                               least $20,000,000 per
                                                               occurrence.



 


		iii	Professional
                                                                Liability coverage with limits of at least $5,000,000
                                                                providing coverage for claims arising out of the performance
                                                                of Customer and its subcontractors in providing or failing to
                                                                provide the equipment and services to its customers, airlines
                                                                and end users, including, but not limited to, coverage for errors
                                                                and omissions caused by Customer’s or its subcontractor’s
                                                                negligence in the performance thereof.



 


		B.	Upon
                                                                obtaining such insurance, Customer shall
                                                                deliver certificates of insurance in a form acceptable
                                                                to HNS which evidence that Customer has the insurance required
                                                                by this Section. HNS shall be named as an “Additional Insured”
                                                                with respect to all coverages required by this Section. Customer
                                                                shall obtain the insurance policies required by this Section from
                                                                a provider that has a rating of A- X or better from A.M. Best’s
                                                                or a comparable rating from another rating agency. These policies
                                                                shall not be canceled or materially changed without ten (10) days
                                                                prior written notice from the insurer to HNS and Customer. 



 


		C.	Notwithstanding
                                                                anything to the contrary in this Agreement if Customer fails to
                                                                maintain the insurance required by this Section, or if any of
                                                                the required insurance is cancelled and not replaced within a
                                                                commercially reasonable timeframe, HNS may terminate this Agreement
                                                                for the default of Customer without further obligation.



 


		D.	The
                                                                insurance required by this Section shall be primary insurance
                                                                and not excess over nor contributing with any insurance maintained
                                                                by HNS. In addition, the insurance requirements set forth above
                                                                are minimal coverage requirements and are not to be construed
                                                                in any way as a limitation on Customer’s liability under
                                                                this Agreement.



  


		E.	As
                                                                an alternative to Customer’s requirement to secure the Comprehensive
                                                                General Liability coverage and the Excess Liability coverage referenced
                                                                in Sections A.i and A.ii above, Customer may provide HNS with
                                                                proof that (a) its airline customers are not requiring these coverages
                                                                from Customer, (b) that such airline customers are intending to
                                                                address any insurance requirements relating to these coverages
                                                                themselves through their own aviation insurance coverage, or
                                                                (c) that such airline customers are indemnifying and
                                                                holding Customer harmless from and against any liability for personal
                                                                injury and property damage arising from or relating to Customer’s
                                                                provision of equipment and services to such airline customers
                                                                or end users. 



			



  






    	 



    	 



    
 


13.     DEFAULT
BY CUSTOMER 


 


13.1   Definition



 


The
occurrence of any one or more the following events (herein called "Events of Customer Default") shall constitute a default
by Customer under this Agreement:


 


		A.	Default
                                                            by Customer in the payment of any charge payable hereunder as and
                                                            when the same becomes due and payable and such default continues for
                                                            a period of thirty (30) days after notice of such default from HNS,;
                                                            or



 


		B.	Default
                                                            by Customer in the performance of any other term, covenant or condition
                                                            of this Agreement, which default shall continue for a period of thirty
                                                            (30) days after written notice; or



 


		C.	The making
                                                            of an assignment by Customer for the benefit of its creditors or the
                                                            admission by Customer in writing of its inability to pay its debts
                                                            as they become due, or the insolvency of Customer, or the filing by
                                                            Customer of a voluntary petition in bankruptcy, or the adjudication
                                                            of Customer as bankrupt, or the filing by Customer of any petition
                                                            or answer seeking for itself any reorganization, arrangement, composition
                                                            or readjustment precipitated by the insolvency or bankruptcy of Customer,
                                                            any liquidation, dissolution or similar relief under any present or
                                                            future statute, law or regulation, or the filing of any answer by
                                                            Customer admitting, or the failure by Customer to deny, the material
                                                            allegations of a petition filed against it for any such relief, or
                                                            the seeking or consenting by Customer to, or acquiescence by Customer
                                                            in, the appointment of any trustee, receiver or liquidator of Customer
                                                            or of all or any substantial part of the properties of Customer, or
                                                            the inability of Customer to pay its debts when due, or the commission
                                                            by Customer of any act of bankruptcy; or



 


		D.	The failure
                                                            by Customer, within sixty (60) days after the commencement of any
                                                            proceeding against Customer seeking any reorganization, arrangement,
                                                            composition, readjustment, liquidation, dissolution or similar relief
                                                            under any present or future statute, law or regulation, to obtain
                                                            the dismissal of such proceeding or, within sixty (60) days after
                                                            the appointment, without the consent or acquiescence of Customer,
                                                            or any trustee, receiver or liquidator of Customer or of all or any
                                                            substantial part of the properties of Customer, to vacate such appointment.



 


13.2   Remedies



 


Upon
the occurrence of any Event of Customer Default, HNS may, in addition to any other rights or remedies available to it at law or
in equity, terminate this Agreement immediately upon written notice. In addition, upon termination of this Agreement for the default
of Customer, HNS may, at its option, require Customer to disable any Equipment previously installed in any aircraft. Customer
shall in any event remain fully liable for reasonable damages as provided by law and for all costs and expenses incurred by HNS
on account of such default including all court costs and reasonable attorneys fees.


 




    	 



    	 



    

 


14.     DEFAULT
BY HNS 


 


14.1   Definition



 


The
occurrence of any one or more the following events (herein called "Events of HNS Default") shall constitute a default
by HNS under this Agreement:


 


		A.	Default
                                                                by HNS in the performance of any other term, covenant or condition
                                                                of this Agreement, which default shall continue for a period of
                                                                thirty (30) days after notice; or



 


		B.	The
                                                                making of an assignment by HNS for the benefit of its creditors
                                                                or the admission by HNS in writing of its inability to pay its
                                                                debts as they become due, or the insolvency of HNS, or the filing
                                                                by HNS of a voluntary petition in bankruptcy, or the adjudication
                                                                of HNS as bankrupt, or the filing by HNS of any petition or answer
                                                                seeking for itself any reorganization, arrangement, composition
                                                                or readjustment precipitated by the insolvency or bankruptcy of
                                                                HNS, any liquidation, dissolution or similar relief under any
                                                                present or future statute, law or regulation, or the filing of
                                                                any answer by HNS admitting, or the failure by HNS to deny, the
                                                                material allegations of a petition filed against it for any such
                                                                relief, or the seeking or consenting by HNS to, or acquiescence
                                                                by HNS in, the appointment of any trustee, receiver or liquidator
                                                                of HNS or of all or any substantial part of the properties of
                                                                HNS, or the inability of HNS to pay its debts when due, or the
                                                                commission by HNS of any act of bankruptcy, as amended; or



 


		C.	The
                                                                failure by HNS, within sixty (60) days after the commencement
                                                                of any proceeding against HNS seeking any reorganization, arrangement,
                                                                composition, readjustment, liquidation, dissolution or similar
                                                                relief under any present or future statute, law or regulation,
                                                                to obtain the dismissal of such proceeding or, within sixty (60)
                                                                days after the appointment, without the consent or acquiescence
                                                                of HNS, or any trustee, receiver or liquidator of HNS or of all
                                                                or any substantial part of the properties of HNS, to vacate such
                                                                appointment.



 


14.2   Remedies



 


Upon
the occurrence of any one or more Events of HNS Default, Customer may, in addition to any other rights or remedies available to
it at law or in equity, and subject to the limitations described in Section 15, terminate this Agreement immediately upon written
notice. HNS shall in any event remain fully liable for reasonable damages as provided by law and for all costs and expenses incurred
by Customer on account of such default including all court costs and reasonable attorneys fees.


 




    	 



    	 



    

 


15.     LIMITATION
OF LIABILITY 


 


		A.	IN NO
                                                              EVENT WILL CUSTOMER, HNS, OR ASSIGNEES BE LIABLE TO EACH OTHER FOR
                                                              SPECIAL, COLLATERAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR
                                                              CONSEQUENTIAL DAMAGES OF ANY NATURE (INCLUDING WITHOUT LIMITATION,
                                                              LOSS OF GOODWILL, LOSS OF PROFITS OR REVENUES, LOSS OF DATA, LOSS
                                                              OF SAVINGS, LOSS OF USE, INTERRUPTIONS OF BUSINESS, AND CLAIMS OF
                                                              CUSTOMERS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR THE EQUIPMENT,
                                                              SOFTWARE, AND SERVICES PROVIDED HEREUNDER, EVEN IF SUCH DAMAGES
                                                              WERE FORESEEABLE.



 


		B.	HNS'
                                                              MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED
                                                              THE PURCHASE PRICE OF THE EQUIPMENT ON WHICH SUCH LIABILITY IS BASED.



 


		C.	The remedies
                                                              of Customer and HNS set forth herein are exclusive and in lieu of
                                                              all other remedies, express or implied. Except for the remedies
                                                              provided for herein, neither HNS nor its subcontractors shall be
                                                              liable for any delay or failure of performance of the Equipment,
                                                              Software or Services provided herein.



 


16.    INDEPENDENT
CONTRACTOR AND SUBCONTRACTING


 


		A.	HNS
                                                                                and Customer will be and shall act as independent
                                                                                contractors, and neither party is authorized to
                                                                                act as an agent or partner of, or joint venturer
                                                                                with, the other party for any purpose. Neither
                                                                                party by virtue of this Agreement shall have any
                                                                                right, power, or authority to act or create any
                                                                                obligation, express or implied, on behalf of the
                                                                                other party. Customer acknowledges and agrees
                                                                                that HNS will be solely responsible to determine
                                                                                the method and manner of performing its obligations
                                                                                hereunder.



 


		B.	Customer
                                                                                agrees that HNS may, at its sole discretion, subcontract
                                                                                the whole or any part of its obligations under
                                                                                this Agreement; provided that HNS agrees that
                                                                                it will retain full responsibility for such obligations
                                                                                despite such subcontract.



 


17.CONFIDENTIALITY


 


		A.	HNS
                                                                                and Customer, to the extent of their contractual
                                                                                and lawful right to do so, will exchange proprietary
                                                                                or confidential information as reasonably necessary
                                                                                for each to perform its obligations under this
                                                                                Agreement. All information relating to this Agreement
                                                                                provided by either party to the other, whether
                                                                                oral or written, and when identified as confidential
                                                                                or proprietary in writing, is hereby deemed to
                                                                                be confidential and proprietary information ("Proprietary
                                                                                Information").



 


		B.	Except
                                                                                as set forth in Paragraph C below, a party receiving
                                                                                Proprietary Information pursuant hereto (the "Receiving
                                                                                Party") will keep such Proprietary Information
                                                                                confidential, and will not, without the prior
                                                                                written consent of the party disclosing such information
                                                                                (the "Disclosing Party"), (i) use any
                                                                                portion of the Proprietary Information for any
                                                                                purpose other than the purpose of this Agreement,
                                                                                or (ii) disclose any portion of the Proprietary
                                                                                Information to any persons or entities other than
                                                                                the employees and consultants of the Receiving
                                                                                Party (and HNS' subcontractors) who reasonably
                                                                                need to have access to the Proprietary Information
                                                                                in connection with the purposes of this Agreement
                                                                                and who have agreed to protect Proprietary Information
                                                                                as though they were a party to this Agreement.



 




    	 



    	 



    

 


		C.	A
                                                                                Receiving Party will not be liable for disclosure
                                                                                of Proprietary Information, or any part thereof,
                                                                                if the Receiving Party can demonstrate that such
                                                                                Proprietary Information (i) was in the public
                                                                                domain at the time it was received or subsequently
                                                                                entered the public domain through no fault of
                                                                                the Receiving Party; (ii) was known to or is in
                                                                                the possession of the Receiving Party at the time
                                                                                of receipt; (iii) became known to the Receiving
                                                                                Party from a source other than the Disclosing
                                                                                Party without breach of an obligation of confidentiality;
                                                                                or (iv) is disclosed more than five (5) years
                                                                                after the date of receipt of the proprietary Information
                                                                                by the Receiving Party. In the event of any legal
                                                                                action or proceeding or asserted legal requirement
                                                                                for disclosure of Proprietary Information furnished
                                                                                hereunder, the Receiving Party will promptly notify
                                                                                the Disclosing Party and, upon the request and
                                                                                at the expense of the Disclosing Party, will cooperate
                                                                                with the Disclosing Party in lawfully contesting
                                                                                such disclosure. Except in connection with any
                                                                                failure to discharge its responsibilities under
                                                                                the preceding sentence, the Receiving Party will
                                                                                not be liable for any disclosure pursuant to court
                                                                                order.



 


		D.	Proprietary
                                                                                Information will remain the property of the Disclosing
                                                                                Party and will, at the Disclosing Party's request
                                                                                and after it is no longer needed for the purposes
                                                                                of this Agreement or upon expiration or termination
                                                                                of this Agreement for any reason, whichever occurs
                                                                                first, promptly be returned to the Disclosing
                                                                                Party or be destroyed, together with all copies
                                                                                made by the Receiving Party and by anyone to whom
                                                                                such Proprietary Information has been made available
                                                                                by the Receiving Party in accordance with the
                                                                                provisions of this Section 17.D.



 


18.    RESOLUTION
OF DISPUTES


 


Any
and all disputes arising under or in connection with this Agreement shall be resolved in accordance with this Section 18.


 


		A..	Negotiation.



 


			The parties
                                                            shall attempt to resolve any dispute, controversy or difference that
                                                            may arise between them through good faith negotiations. In the event
                                                            the parties fail to reach resolution of any such dispute within sixty
                                                            (60) days after entering into negotiations, either party may refer
                                                            such dispute to arbitration pursuant to the provisions of Section
                                                            18.B. Notwithstanding the above, the parties may elect to waive applicability
                                                            of this section (i) if both parties agree in writing that the nature
                                                            of their dispute is such that it cannot be resolved through negotiations;
                                                            or (ii) if a party shall suffer irrevocable harm by such delay.



 


		B.	Arbitration.



 


			Arbitration
                                                        shall be conducted in accordance with the International Arbitration Rules
                                                        of the American Arbitration Association (“AAA”) in effect
                                                        at the time of arbitration. The arbitration shall be in accordance with
                                                        the following guidelines except to the extent the parties to arbitration
                                                        shall agree otherwise:



 


		1.	The
                                                                                  place of arbitration shall be Washington, D.C.



 


		2.	The
                                                                                  arbitration panel shall be composed of one arbitrator.
                                                                                  If the parties fail to mutually agree on an
                                                                                  arbitrator within thirty (30) days from the
                                                                                  date the dispute is referred to arbitration,
                                                                                  any party may refer such selection to the AAA.



 





		3.	The
                                                                                                                                                proceeding
                                                                                                                                                shall
                                                                                                                                                be
                                                                                                                                                conducted
                                                                                                                                                and
                                                                                                                                                transcribed
                                                                                                                                                in
                                                                                                                                                English.
                                                                                                                                                Any
                                                                                                                                                document
                                                                                                                                                submitted
                                                                                                                                                in
                                                                                                                                                a
                                                                                                                                                language
                                                                                                                                                other
                                                                                                                                                than
                                                                                                                                                English
                                                                                                                                                shall
                                                                                                                                                be
                                                                                                                                                accompanied
                                                                                                                                                by
                                                                                                                                                an
                                                                                                                                                English
                                                                                                                                                translation.
                                                                                                                                                Neither
                                                                                                                                                party
                                                                                                                                                will
                                                                                                                                                be
                                                                                                                                                entitled
                                                                                                                                                to
                                                                                                                                                discovery
                                                                                                                                                in
                                                                                                                                                connection
                                                                                                                                                with
                                                                                                                                                such
                                                                                                                                                arbitration
                                                                                                                                                unless
                                                                                                                                                otherwise
                                                                                                                                                mutually
                                                                                                                                                agreed
                                                                                                                                                in
                                                                                                                                                writing.



 




    	 



    	 



    

 


		4.	The
                                                                                  results of any such arbitration, and all testimony
                                                                                  and evidence related to the confidential information
                                                                                  or trade secrets of either party shall be deemed
                                                                                  to be Proprietary Information subject to Section
                                                                                  16 and shall be safeguarded and maintained as
                                                                                  confidential, with access to such evidence to
                                                                                  be only on a need-to-know basis and subject
                                                                                  to all reasonable precautions so as not to jeopardize
                                                                                  the confidential information or trade secrets
                                                                                  of any party.



 


		5.	The
                                                                                  parties hereby accept jurisdiction of the arbitral
                                                                                  tribunal over the parties and over the subject
                                                                                  matter of the dispute.



 


		6.	Notwithstanding
                                                                                  the foregoing, either party shall have the right
                                                                                  to seek injunctive relief regarding any disputes
                                                                                  arising under Section 17.



 


19.    ADDITIONAL
CLAUSES


 


		A.	EXPORT
                                                                                CONTROL: It is expressly agreed that the execution
                                                                                of this Agreement and the subsequent delivery
                                                                                of any Equipment or Software under this Agreement
                                                                                are subject to all applicable export controls
                                                                                imposed or administered by the U.S. Department
                                                                                of Commerce as well as by any other U.S. Government
                                                                                Agency that may impose any such controls, including
                                                                                but not limited to the export of technical data,
                                                                                equipment, software and know-how. Each party shall
                                                                                perform their obligations under this Agreement
                                                                                in compliance with such laws and regulations and
                                                                                shall not take any action contrary thereto. Customer
                                                                                will not export or re-export, directly or indirectly,
                                                                                any Software, Equipment, documentation or other
                                                                                technical data provided to it hereunder, without
                                                                                complying with all export control laws and regulations,
                                                                                and without first obtaining any required export
                                                                                licenses and approvals. HNS shall provide reasonable
                                                                                cooperation and assistance to enable Customer
                                                                                to obtain any such export licenses and approvals.



 


		B.	ENTIRE
                                                                                AGREEMENT: This Agreement, the Exhibits hereto,
                                                                                and any other documents referred to herein constitute
                                                                                the entire agreement between the parties, and
                                                                                supersedes any prior written or oral agreement
                                                                                or understanding with respect to the subject matter
                                                                                hereof. No interpretation, amendment, or change
                                                                                to this Agreement will be effective unless made
                                                                                in writing and signed by both parties, except
                                                                                that each party may change the address or the
                                                                                name of the person to whom notices to that party
                                                                                will be sent by giving written notice of such
                                                                                change to the other party as provided in Section
                                                                                19.E hereof.



 


		C.	NO
                                                                                WAIVER: Failure by either party to exercise any
                                                                                rights under this Agreement in any one or more
                                                                                instances will not constitute a waiver of such
                                                                                rights in any other instance. Waiver by such party
                                                                                of any default under this Agreement will not be
                                                                                deemed a waiver of any other default. No alteration
                                                                                or modification of any provision of this Agreement
                                                                                will be binding unless in writing and signed by
                                                                                duly authorized representatives of both parties.



 


		D.	GOVERNING
                                                            LAW: This Agreement, the rights and obligations of the parties hereto,
                                                            and any claims or disputes relating thereto, will be governed by and
                                                            construed in accordance with the laws of the State of Maryland notwithstanding
                                                            the place of execution or performance of this Agreement (without reference
                                                            to its conflict of laws principles) and applicable Federal laws.





    	 



    	 



    

  


		E.	CROSS
                                                                DEFAULT: In the event that either party is in breach of any other
                                                                agreement between the parties hereto, such breach may, at the
                                                                option of the non- breaching party, be deemed to be a breach of
                                                                this Agreement. Consequently, in the event the breach of such
                                                                other agreement between the parties is not cured pursuant to the
                                                                terms of such agreement, thus leading to the termination of such
                                                                agreement for default, this Agreement may likewise be terminated
                                                                for default.



 


		F.	NOTICES:
                                                                All notices, demands, requests, or other communications provided
                                                                for herein (other than routine communications concerning the Services)
                                                                will be given in writing and will be effective when delivered
                                                                personally or when sent by registered or certified mail, return
                                                                receipt requested, postage prepaid, or transmitted by facsimile,
                                                                hand delivery, telegram, or telex/TWX. All notices sent by either
                                                                party will be addressed as follows:



 


If
to HNS:


 


Hughes
Network Systems, LLC


11717
Exploration Lane


Germantown,
Maryland 20876


ATTN:
General Counsel


 


If
to Customer:


 


Row
44, Inc. 


31280
Oak Crest Drive, Suite #5


Westlake
Village, CA 91361


Attn:
Chief Executive Officer


 


With
a copy to:


 


Strategic
Law Partners, LLP


500
S. Grand Avenue, Suite 2050


Los
Angeles, CA 90071


Attn:
Timothy F. Silvestre


 


			Either
                                                              party may designate by notice in writing a new address to which
                                                              any notice, demand, request, or communication will be delivered,
                                                              as provided above.



 


		G.	SEVERABILITY:
                                                                                  If any of the provisions or any portion of the
                                                                                  provisions of this Agreement shall be held invalid
                                                                                  or unenforceable, such invalidity or unenforceability
                                                                                  will not invalidate or render unenforceable
                                                                                  the entire Agreement, but rather the entire
                                                                                  Agreement will be construed as if not containing
                                                                                  the particular invalid or unenforceable provisions
                                                                                  or portion thereof, and the rights and obligations
                                                                                  of the parties hereto will be construed and
                                                                                  enforced accordingly.



 




    	 



    	 



    

 


		H.	COUNTERPARTS.
                                                                                                                                                One
                                                                                                                                                execution
                                                                                                                                                original
                                                                                                                                                of
                                                                                                                                                this
                                                                                                                                                Agreement,
                                                                                                                                                together
                                                                                                                                                with
                                                                                                                                                its
                                                                                                                                                Exhibits
                                                                                                                                                and
                                                                                                                                                Addendums,
                                                                                                                                                marked
                                                                                                                                                “Original”,
                                                                                                                                                shall
                                                                                                                                                be
                                                                                                                                                the
                                                                                                                                                original
                                                                                                                                                of
                                                                                                                                                this
                                                                                                                                                Agreement
                                                                                                                                                evidencing
                                                                                                                                                use
                                                                                                                                                agreements
                                                                                                                                                covering
                                                                                                                                                the
                                                                                                                                                Equipment.
                                                                                                                                                All
                                                                                                                                                other
                                                                                                                                                executed
                                                                                                                                                counterparts
                                                                                                                                                of
                                                                                                                                                this
                                                                                                                                                Agreement
                                                                                                                                                shall
                                                                                                                                                be
                                                                                                                                                marked
                                                                                                                                                “Duplicate”.
                                                                                                                                                To
                                                                                                                                                the
                                                                                                                                                extent
                                                                                                                                                that
                                                                                                                                                this
                                                                                                                                                Agreement
                                                                                                                                                constitutes
                                                                                                                                                chattel
                                                                                                                                                paper,
                                                                                                                                                as
                                                                                                                                                such
                                                                                                                                                term
                                                                                                                                                is
                                                                                                                                                defined
                                                                                                                                                in
                                                                                                                                                the
                                                                                                                                                Uniform
                                                                                                                                                Commercial
                                                                                                                                                Code
                                                                                                                                                of
                                                                                                                                                the
                                                                                                                                                applicable
                                                                                                                                                jurisdiction,
                                                                                                                                                no
                                                                                                                                                security
                                                                                                                                                interest
                                                                                                                                                in
                                                                                                                                                this
                                                                                                                                                Agreement
                                                                                                                                                may
                                                                                                                                                be
                                                                                                                                                created
                                                                                                                                                through
                                                                                                                                                the
                                                                                                                                                transfer
                                                                                                                                                of
                                                                                                                                                possession
                                                                                                                                                of
                                                                                                                                                any
                                                                                                                                                counterpart
                                                                                                                                                other
                                                                                                                                                than
                                                                                                                                                the
                                                                                                                                                Original
                                                                                                                                                of
                                                                                                                                                this
                                                                                                                                                Agreement.



 


		I.	BINDING
                                                                                  EFFECT. This Agreement shall be binding upon
                                                                                  and inure to the benefit of the parties hereto,
                                                                                  their successors and permitted assigns.



 


		J.	COMPLIANCE
                                                                                  WITH LAWS. Each party agrees to comply with
                                                                                  all applicable laws, rules, and regulations
                                                                                  in connection with its activities under this
                                                                                  Agreement.



 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by and through their duly authorized representatives.




 


	 	 	Hughes Network Systems, LLC
	 	 	 
	 	By:	/s/ Philip K. O’Brien
	 	Name:	Philip K. O’Brien
	 	Title	V.P. Legal
	 	Date:	12/21.2007
	 	 	 
	 	 	Row 44, Inc.
	 	 	 
	 	By:	/s/ John Guidon
	 	Name:	John Guidon
	 	Title:	CEO



 




    	 



    	 



    

 





 





EXHIBIT
A


 


TO MASTER PURCHASE AGREEMENT


 


EQUIPMENT
ORDER AND PRICING


 




    	 



    	 



    

 


EXHIBIT
A


EQUIPMENT ORDER AND PRICING


 


1.0 SCOPE


 


This
Exhibit sets forth a description of the Equipment and related items that are to be provided pursuant to this Agreement. This Exhibit
also includes the prices for such Equipment and related items, the pricing for additional Equipment that may be purchased by Customer
from time to time, as well as the payment terms associated with such Equipment. HNS will provide full duplex point-to-multipoint
satellite communication equipment and services, in accordance with the terms of this Agreement, and shall install (as provided
herein) and commission the quantity of dedicated HX Networks specified in Section 2.1 below, consisting of certain network operations
center (“NOC”) equipment and Customer supplied and Customer operated integrated aeronautical terminal units. HNS will
supply standard HX 150 baseband and RF boards (Remote Equipment) to Customer for incorporation by Customer into Customer’s
aeronautical terminal units.. ***.


 


1.1 NOC
DELIVERABLES


 


HNS
will deliver the hub equipment summarized below. The associated pricing information is listed in Section 2 below. ***
If that assumption proves in-correct, then additional equipment and services will be required.


 


		•	***



 


		•	HX System
                                                           Software and all associated 3rd party licenses



 


		•	Full complement
                                                           of Customer hub spares to be resident at *** as specified and priced
                                                           in Section 2.2 below



 


		•	Shipping,
                                                           installation and testing, including all travel and expenses.



 








 



*** Confidential treatment
requested.


 





    	 



    	 



    

 


1.2
HX NOC INSTALLATION AND TESTS


 


HNS will install and test the deliverable
NOC Equipment in accordance with the terms hereof. There are a number of tests associated with the manufacture, installation,
and commissioning of the HX NOC equipment. A description of each of these tests follows, as well as a description of the NOC installation
services to be provided by HNS, follows.


 


1.2.1 HX NOC SITE PREPARATION
AND INSTALLATION


 


HNS will be responsible to provide
the hub earth station (use of existing RFTs) and to provide and install the HX NOC Equipment described above at ***.  HNS
will provide electrical power, air conditioning, fire protection provisions, floor space, and any required backhaul equipment
and facilities, and other necessary preparations.  


 


1.2.2
HX NOC ACCEPTANCE TESTS


 


			HNS will conduct the onsite HX NOC acceptance
                                                          tests in accordance with a test plan agreed and documented by the parties.
                                                          The test plan will be based on HNS’ standard HX NOC ATP with additional
                                                          tests for Customer-specific changes.



 


1.2.3
HNS RESPONSIBILITIES FOR HX NOC ACCEPTANCE TESTING


 


HNS responsibilities
will include the following:


 


•     
Provide test personnel to conduct the onsite tests




 


•     
Provide satellite test time (at the cost of Customer)




 


•     
Conduct the onsite tests in conjunction with the Customer and document the result




 


1.2.4 CUSTOMER RESPONSIBILITIES
FOR HX NOC ACCEPTANCE TESTING


 


Customer responsibilities
will include the following:


 


•    Provide
test personnel to assist in conducting the onsite tests.


 


•    Provide
aeronautical terminal equipment to be used in connection with the test


 











	*** Confidential treatment requested.	 




 




    	 



    	 



    

 


1.3 REMOTE
EQUIPMENT


 


HNS
will deliver the HX 150 baseband and RF board sets detailed below. The associated pricing information is listed in Section 2.
A single HX 150 baseband board and RF board set constitutes a “remote”. Each delivery of remotes shall include
board level factory functional test results for such equipment as well as a statement certifying that such equipment has been
built and tested in compliance with HNS’ standard manufacturing processes and in conformance to the HX 150 standard product
board specifications.


 


		•	HX
                                                               150 Board Set



		•	Baseband
                                                               Board



 


		•	RF
                                                               Board





    	 



    	 



    

 


2.INITIAL
ORDER


 


Customer hereby
orders *** including installation and acceptance testing and ***. The following sets forth the Equipment configuration
that comprises the Initial Order under this Agreement.


 


2.1     HX
NOC Equipment:


 


***


 


2.2.    HX
NOC Equipment Spare Parts


 


***


 


2.3.    Backhaul
Equipment


 


***


 


2.4.    Remote
Equipment


 


Remote equipment
consists of HX 150 standalone baseband and RF boards produced using Hughes’ existing commercial procurement, board level
manufacturing and test process and does not include any changes or additional testing to the existing individual board level tests.
The warranties and associated limitations applicable to this Equipment are described in Section 9 of this Agreement.


 


2.4.1
Initial Order Remote Equipment


 


***


 


.2.4.2Additional
Remote Equipment


 


Customer may
order additional Remote Equipment in accordance with the prices described below:


 


***


 








 



*** Confidential treatment
requested.


 





    	 



    	 



    

 


After the initial
order of remote equipment described in Section 2.4.1 above, additional orders of such remote equipment ***.


 


In order to
qualify for the discount described above, Customer must direct that all ordered Equipment be delivered within 16 weeks. In the
event that HNS is unable to fulfill an order from Customer for additional
sets of Remote Equipment, due to parts unavailability or obsolescence or other reasons, HNS will (i) use commercial reasonable
efforts to fast track production to meet the order quantity ordered, including, without limitation, requesting “hot lots”
at HNS’s expense and, if still unable to fulfill the order, enter into good faith negotiations with Customer on the licensing
of the design of the Equipment and Software at commercially reasonable rates, in order to give Customer the opportunity to maintain
a continuity of supply of such Equipment. In addition, HNS will provide notice to Customer of its intention to discontinue the
supply of such Equipment, and will afford Customer the opportunity to make a last buy of such Equipment in accordance with the
terms set forth in Section 1 of this Agreement.


 


HNS at its sole
discretion may define and implement HX 150 baseband or RF board Engineering Change Notices (ECNs). HNS will inform the Customer
of ECNs which affect the form, fit or function of the HX 150 baseband or RF boards as promptly as possible prior to implementing
any such change. HNS will not inform the Customer of changes to the HX 150 baseband or RF boards that do not impact form, fit
or function (e.g., the use of alternative parts that comply with the bill of material specifications). The other terms set forth
in Section 4.A of the Agreement shall also apply to Engineering Change Notices.


 


3.       HX
NOC OPTIONS


 


HX NOC inroute spreading option:


 


***


 


The following Expansion
capabilities are all optional:


 


***


 


4.      DOCUMENTATION


 


***


 








 



*** Confidential treatment
requested.


 





    	 



    	 



    

 


5.       PAYMENT
TERMS


 


A.
Equipment


 


***


 


HNS
will invoice Customer for the initial lot of Remote Equipment as specified in Section 2.4.1


 


***


 


B.Except
as otherwise provided in this Section, payment will be due net thirty (30) days from date of invoice.


 








 



*** Confidential treatment
requested.


 





    	 



    	 



    

 


EXHIBIT
B


 


HX
150 WARRANTY AND OUT OF WARRANTY REPAIRS


 




    	 



    	 



    

 


EXHIBIT B


HX 150 WARRANTY AND OUT OF WARRANTY
REPAIRS


 


1.       DEFINITIONS


 


Cannot Duplicate (CND)
– This indicates that HNS has tested the Equipment and cannot duplicate a problem using the test fixtures. The unit will
be returned to Customer so that it can be reentered into service.


 


ECN, No Problem Found
– This indicates that HNS has tested the Equipment and cannot duplicate a problem using the test fixtures. However, since
the unit was manufactured, there has been a suggested engineering change notice (ECN) and HNS has updated the unit in accordance
with the ECN. The unit will be returned to Customer so that it can be reentered into service.


 


Return – Un-repaired
– This indicates that the unit has evidence of damage caused by Customer or end-user actions. The unit is returned in the
condition in which it was sent.


 


Scrap – This indicates
the Equipment cannot be repaired and is out of warranty. The unit is returned to Customer for disposal.


 


Return Merchandise Authorization
(RMA) – Authorization number that is assigned to a batch of equipment that is returned for repair. The RMA number is used
to track the equipment from initial shipment by Customer to return shipment by HNS.


 


2.       HX
150 WITHIN WARRANTY PRICING


 


The
Section sets forth the applicable pricing associated with the additional services herein provided during the Warranty Period.
This pricing applies to the HX 150 baseband and RF board set.


 


HNS
will perform diagnostic testing on the equipment and will return it to Customer if the equipment appears to be functioning correctly.
In that case, the CND fee would apply. Depending on the revision of the equipment, HNS will occasionally update the unit in accordance
with an engineering change notice. In this scenario, there was no problem found, but work was done on the unit to implement the
ECN. If there is a defect, then HNS will repair the unit or replace the unit at no charge.


 


***








 



*** Confidential treatment
requested.


 





    	 



    	 



    

 


3.       HX
150 OUT OF WARRANTY PRICING


 


The
Section sets forth the applicable pricing associated with the additional services herein provided after the Warranty Period has
ended. This pricing applies to HX 150 baseband and RF board set.


 


HNS
will perform diagnostic testing on the equipment and will return it to Customer if the equipment appears to be functioning correctly.
In that case, the CND fee would apply. Depending on the revision of the equipment, HNS will occasionally update the unit in accordance
with an engineering change notice. In this scenario, there was no problem found, but work was done on the unit to implement the
ECN.


 


If
a Defect is confirmed after the Warranty Period, then HNS will inform Customer of the status and Customer can elect to have the
failed unit returned for the Return – Un-repaired fee or HNS will repair the unit if the unit is repairable. If Customer
elects to have the unit repaired, then only the appropriate equipment price below is charged.


 


***


 


4.       REPAIR
TIME


 


After Customer has submitted
an RMA request and received an authorization number, Customer will ship the equipment, freight prepaid and packed to assure safe
arrival, to HNS. Upon receipt of the equipment at HNS, HNS will compare the RMA request to the material received. Once there is
a complete match between the RMA and material, HNS will endeavor to complete any repairs and return the equipment within forty-five
(45) days. HNS shall return repaired equipment, freight prepaid and packed to assure safe arrival, to Customer's designated location.


 





 



*** Confidential treatment
requested.