EX-10.1.53



 Exhibit 10.1.53 

THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION: [***] 
 AMENDMENT
NO. 2 TO THE PRODUCT DEVELOPMENT 
 AND MANUFACTURING AGREEMENT 

This amendment (“Amendment No. 2”) is the second amendment to the November 14, 2012 Product Development and Manufacturing
Agreement, as amended by the first amendment dated June 10, 2014 (collectively, the “Agreement”) and related Exhibits between ThinKom Solutions, Inc. (“ThinKom”) and Gogo LLC (“Gogo”). This Amendment No. 2 is
effective as of January 31, 2015. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. 

WHEREAS, ThinKom and Gogo are Parties to the Agreement, Exhibit A, Revision 1, and Exhibit A-2, Revision 1, as amended which provide
for the development and manufacture of the K4 and 2Ku Products, respectively, and each of their various component parts comprising a K4 and a 2Ku Shipset; and 

WHEREAS, the Parties wish to amend provisions of the Agreement and the Exhibits to reflect the recent negotiations between the
Parties; 
 NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the
receipt and sufficiency of which are acknowledged , the Parties hereby agree as follows. 
  

	A.	Exhibit A, Revision 1 of the Agreement is amended to add the following sentence at the end of Section 3c. (Advanced Payment): 


[***] 
  

	B.	The paragraph under Section 6b. of Exhibit A-2, Revision 1 of the Agreement is amended to replace “[***]”. 


 

	C.	Section 7a.2) of Exhibit A-2, Revision 1 of the Agreement is amended to replace “[***]”. 


The terms of the Product Development and Manufacturing Agreement, Exhibit A, Revision 1, and Exhibit A-2, Revision l are amended and modified by the terms and
conditions of this Amendment No. 2, which shall supersede and prevail over any 







 
conflicting terms and conditions set forth in the Product Development and Manufacturing Agreement, Exhibit A, Revision 1, or Exhibit A-2, Revision 1. Except as specifically set forth herein (or
as set forth in any other written amendments which may be entered into between the Parties), all of the terms and conditions of the Product Development and Manufacturing Agreement, Exhibit A, Revision 1, and Exhibit A-2, Revision 1 remain unmodified
and in full force and effect. No waiver, modification, or addition to this Amendment No. 2, the Product Development and Manufacturing Agreement, Exhibit A, Revision 1, or Exhibit A-2, Revision 1 shall be valid unless in writing and signed by
the parties hereto. 

  
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 IN WITNESS WHEREOF the Parties hereto, by their duly authorized representatives, have executed this
Amendment as of the date first set forth above. 
  

									
	GOGO LLC	 		 	THINKOM SOLUTIONS, INC.
					
	By:	 	 /s/ Sean Cordone
	 		 	By:	 	 /s/ Mark J. Silk

					
	Name:	 	 Sean Cordone
	 		 	Name:	 	 Mark J. Silk

					
	Title:	 	 VP, Airborne Access
	 		 	Title:	 	 President

					
	Date:	 	 2/1/2015
	 		 	Date:	 	 1/30/15



  
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