0001193125-11-351260 Sample Contracts

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 23rd, 2011 • Gogo Inc. • Delaware
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 23rd, 2011 • Gogo Inc. • New York

REGISTRATION RIGHTS AGREEMENT, dated as of December 31, 2009 (this “Agreement”), by and between AC HoldCo Inc., a Delaware corporation (the “Company”), and the Class A Holders (as defined herein), the Ripplewood Investors (as defined herein), the Thorne Investors (as defined herein) and the Existing Investors (as defined herein) party hereto.

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 23rd, 2011 • Gogo Inc. • Delaware

Agreement and Plan of Merger, dated as of December 31, 2009 (this “Agreement”), among AC HoldCo LLC, a Delaware limited liability company (“ACH LLC”), AC Holdco Inc., a Delaware corporation and wholly-owned subsidiary of ACH LLC (“ACH Inc.”) and AC Holdco Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of ACH Inc. (“Merger Sub”).

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