EX-10.3





 Exhibit 10.3 

EXECUTION VERSION 

PATENT SECURITY AGREEMENT 

This PATENT SECURITY AGREEMENT, dated as of August 26, 2019 (this “Agreement”), is made by the signatory hereto
indicated as a “Grantor” (the “Grantor”) in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity and, together with
its permitted successors and assigns in such capacity, the “Administrative Agent”). 
 WHEREAS, the Grantor entered
into a Credit Agreement, dated as of August 26, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Grantor, Gogo Intermediate Holdings LLC, Gogo Finance Co. Inc.,
the Administrative Agent and the other persons party thereto; 
 WHEREAS, the Grantor entered into an ABL Collateral Agreement dated
as of August 26, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Collateral Agreement”) among the Grantor, the Administrative Agent and the other persons party thereto, pursuant to which
the Grantor granted to the Administrative Agent, for the benefit of the Secured Parties, a security interest in the Patent 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 Administrative Agent for the benefit of the 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 Administrative 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 Credit Agreement. 
  

	SECTION 2.	 Notice and Confirmation of Grant of Security Interest. 



Grantor hereby confirms the grant in the Collateral Agreement to the Administrative Agent, for the benefit of the 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 “Patent Collateral”) as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations: 

All of Grantor’s right, title and interest in and to all patentable inventions and designs, all United States, foreign, and multinational
patents, certificates of invention, and similar industrial property rights, and applications for any of the foregoing, including without limitation: (i) each patent and patent application listed in Schedule A attached hereto
(ii) all reissues, substitutes, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all inventions and
improvements described and claimed therein, (iv) all rights to sue or otherwise recover for any past, present and future infringement or other violation thereof, (v) 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 (vi) all other patent rights accruing thereunder or pertaining thereto throughout the world. 

 

	SECTION 3.	 Collateral Agreement, Credit Agreement and Crossing Lien Intercreditor Agreement 



The security interest confirmed pursuant to this Agreement is confirmed in conjunction with the security interest granted to the Administrative
Agent for the Secured Parties pursuant to the Collateral Agreement, and the Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to the security interest in the Patent 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, the Credit Agreement or the Crossing Lien Intercreditor Agreement, the provisions of the Collateral Agreement, the Credit Agreement or the Crossing Lien Intercreditor 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. 

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 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/ Barry Rowan
		 	Name: Barry Rowan
		 	Title: Chief Financial Officer














 Accepted and Agreed: 
  

			
	 JPMORGAN CHASE BANK, N.A.,
 as
Administrative Agent

		
	By:	 	/s/ Daglas Panchal
		
	Name:	 	Daglas Panchal
		
	Title:	 	Authorized Officer