EX-10.4



 Exhibit 10.4 

EXECUTION VERSION 

TRADEMARK SECURITY AGREEMENT 

This TRADEMARK SECURITY AGREEMENT, dated as of June 14, 2016 (this “Agreement”), is made by the signatory hereto
indicated as a “Grantor” (the “Grantor”) in favor of U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent for the Priority Lien Secured Parties (in such capacity and, together with its permitted successors and assigns in
such capacity, the “Collateral Agent”). 
 WHEREAS, the Grantor entered into a Collateral Agreement dated as of
June 14, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Collateral Agreement”) among the Grantor, the Collateral Agent and the other persons party thereto, pursuant to which Grantor
granted to the Collateral Agent, for the benefit of the Priority Lien Secured Parties, a security interest in the Trademark Collateral (as defined below); and 

WHEREAS, pursuant to the Collateral Agreement, Grantor agreed to execute this Agreement, in order to record the security interest
granted to the Collateral Agent for the benefit of the Priority Lien Secured Parties with the United States Patent and Trademark Office. 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Grantor hereby agrees with the Collateral Agent as follows: 
 SECTION 1. Defined Terms 

Capitalized terms used but not defined herein shall have the respective meanings given thereto in the Collateral Agreement, and if not defined
therein, shall have the respective meanings given thereto in the Collateral Agency Agreement referred to therein. 
 SECTION 2. Notice and Confirmation
of Grant of Security Interest in Trademark Collateral 
 SECTION 2.1 Notice and Confirmation of Grant of Security. Grantor hereby
confirms the grant in the Collateral Agreement to the Collateral Agent, for the benefit of the Priority Lien Secured Parties, of a security interest in, all of the following property, in each case, wherever located and now owned or at any time
hereafter acquired by Grantor or in which Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Trademark Collateral”) as collateral security for the prompt and complete payment
and performance when due (whether at the stated maturity, by acceleration or otherwise) of Grantor’s Priority Lien Obligations: 
 All
of Grantor’s right, title and interest in and to all domestic, foreign and multinational trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, trade styles, logos,
Internet domain names and other indicia of origin or source identification, whether registered or unregistered, and with respect to any and all of the foregoing: (i) all registrations and applications for registration thereof including, without
limitation, the registrations and applications listed in Schedule A attached hereto, (ii) all extension and renewals thereof, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing,
(iv) all rights to sue or otherwise recover for any past, present and future infringement, dilution, or other violation thereof, (iv) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments,
claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (v) all other trademark rights accruing thereunder or pertaining thereto throughout the world. 







 SECTION 2.2 Certain Limited Exclusions. Notwithstanding anything herein to the contrary,
in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Lanham
Act, 15 U.S.C. § 1051, prior to the filing and acceptance of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect
thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein could impair the validity or enforceability of any registration that issues from such intent-to-use application
under applicable federal law. 
 SECTION 3. Collateral Agreement and Collateral Agency Agreement 

The security interest confirmed pursuant to this Agreement is confirmed in conjunction with the security interest granted to the Collateral
Agent for the Priority Lien Secured Parties pursuant to the Collateral Agreement, and the Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademark Collateral
made and granted hereby are more fully set forth in the Collateral Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to
conflict with the Collateral Agreement or the Collateral Agency Agreement, the provisions of the Collateral Agreement or the Collateral Agency Agreement, as applicable, shall control. 

SECTION 4. Governing Law 
 THIS
AGREEMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND EFFECT OF PERFECTION OR PRIORITY OF THE SECURITY
INTERESTS). 
 SECTION 5. Counterparts 

This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. 

[Remainder of page intentionally left blank] 







 IN WITNESS WHEREOF, Grantor has caused this Agreement to be executed and delivered by its
duly authorized officer as of the date first set forth above. 
  

			
	 GOGO LLC,
 as
Grantor

		
	By:	 	s/ Norman Smagley
		 	Name: Norman Smagley
		 	 Title:  Executive Vice President, Chief Financial

           Officer and Assistant Secretary










 Accepted and Agreed: 
  

					
	 U.S. BANK NATIONAL ASSOCIATION,

as Collateral Agents

		
	By:	 	/s/ Linda Garcia
		 	Name:	 	Linda Garcia
		 	Title:	 	Vice President








 SCHEDULE A 

to 
 TRADEMARK SECURITY
AGREEMENT 
 TRADEMARK REGISTRATIONS AND APPLICATIONS 

Gogo LLC U.S. Trademark Registrations 
  

											
	 Trademark
	  	 Class
	  	 Appl. No.
	  	 Appl. Date
	  	 Reg. No.
	  	 Reg. Date

	 Emoticon Logo *-)-
	  	38	  	77976486	  	10/19/2007	  	3600042	  	3/31/2009
	 Emoticon Logo *-)-
	  	9	  	77309056	  	10/19/2007	  	3667304	  	8/11/2009
	 GOGO
	  	9	  	77216179	  	9/8/2009	  	3680364	  	9/8/2009
	 GOGO
	  	38	  	77216180	  	6/26/2007	  	3499843	  	9/9/2008
	 GOGO BIZ
	  	38	  	85581100	  	3/27/2012	  	4256786	  	12/11/2012
	 GOGO
	  	9	  	85339267	  	6/6/2011	  	4129839	  	4/17/2012
	 GOGO
	  	38	  	85339274	  	6/6/2011	  	4133147	  	4/24/2012
	 GOGO VISION
	  	38	  	85370757	  	7/13/2011	  	4133220	  	4/24/2012
	 IN AIR. ONLINE.
	  	9	  	85349568	  	6/17/2011	  	4126958	  	4/10/2012
	 IN AIR. ONLINE.
	  	38	  	85349559	  	6/17/2011	  	4126957	  	4/10/2012
	 LAND ON TOP OF THINGS
	  	38	  	85440937	  	10/6/2011	  	4247178	  	11/20/2012
	 IT’S THE INTERNET. IN THE SKY.
	  	38	  	85440977	  	10/6/2011	  	4167076	  	7/3/2012

 Gogo LLC U.S. Trademark Applications 

 

							
	 Trademark
	  	 Class
	  	 Appl. No.
	  	 Appl. Date

	 2KU
	  	9	  	86950777	  	3/23/2016
	 2KU
	  	38	  	86808422	  	11/3/2015

 EXCLUSIVE LICENSES TO REGISTERED UNITED STATES COPYRIGHTS, PATENTS AND TRADEMARKS 

None.