Item 1.01. Entry into a Material Definitive Agreement.

Registration Rights Agreement

In accordance with the terms of the Exchange Agreement, on April 9, 2021, the Company entered into that certain Registration Rights Agreement (the "Registration Rights Agreement") with Silver (Equity) Holdings, LP and Silver (XII) Holdings, LLC (together, the "GTCR Affiliates"), pursuant to which the GTCR Affiliates and their permitted transferees (the "GTCR Holders") have been afforded customary demand and piggyback registration rights with respect to the shares of the Company's common stock held by the GTCR Affiliates as of the closing of the Exchange (including the Exchange Shares). The demand rights of the GTCR Holders shall be exercisable after the one year anniversary of the date of the Exchange Agreement.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Registration Rights Agreement, which is attached hereto as Exhibit 10.2, and is incorporated herein by reference.

Existing Registration Rights Agreement Amendment

In accordance with the terms of the Exchange Agreement, on April 9, 2021, the Company and Thorndale Farm Gogo, LLC entered into that certain amendment to the registration rights agreement, dated as of December 31, 2009 (the "Existing Registration Rights Agreement Amendment"), among the Company and the shareholders party thereto (the "Shareholders"). The Existing Registration Rights Agreement Amendment, among other things, amends the Shareholders' piggyback registration rights in respect of underwritten public offerings pursuant to the Registration Rights Agreement and the Shareholders' right to participate in a Block Sale (as defined in the Existing Registration Rights Agreement Amendment) initiated by another shareholder, and obligation to allow other shareholders to participate in a Block Sale initiated by such Shareholders.

The foregoing description of the Amended Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Registration Rights Agreement, which is attached hereto as Exhibit 10.3, and is incorporated herein by reference.

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Item 3.02. Unregistered Sales of Equity Securities.

The information contained in the Explanatory Note is incorporated herein by reference. The Exchange was undertaken in reliance upon an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof.

Item 8.01. Other Events.

On April 13, 2021, pursuant to the terms of the Amended and Restated Forward Stock Purchase Confirmation, dated December 11, 2019 (the "Confirmation"), between the Company and JPMorgan Chase Bank, National Association, London Branch (the "Counterparty"), the Counterparty delivered 1,538,049 shares of common stock to the Company. Following settlement, 575,100 shares of common stock remained subject to the Confirmation, which are deliverable by the Counterparty at any time prior to the last day of the 90 Exchange Business Day (as defined in the Confirmation) period, commencing on, and including, the 82nd Scheduled Trading Day (as defined in the Confirmation) immediately preceding May 15, 2022. The Company's other Forward Stock Purchase Confirmation, dated March 3, 2015, with Merrill Lynch International acting through its agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, terminated pursuant to its terms in March 2020.

The foregoing description of the Confirmation does not purport to be complete and is qualified in its entirety by reference to the full text of the Confirmation, which is filed as Exhibit 10.1 to the Company's Form 8-K filed on December 12, 2019 and incorporated herein by reference.

As of April 13, 2021, following settlement of shares of common stock pursuant to the Confirmation and closing of the Exchange, 109,609,905 shares of the Company's common stock were outstanding.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits



Exhibit No.       Description

10.1                Exchange Agreement, dated as of April 1, 2021, by and between
                  Gogo Inc. and Silver (XII) Holdings, LLC.

10.2                Registration Rights Agreement, dated as of April 9, 2021, by
                  and among Gogo Inc., Silver (XII) Holdings, LLC and Silver
                  (Equity) Holdings, LP.

10.3                Amendment to the Registration Rights Agreement, dated as of
                  April 9, 2021, by and between Gogo Inc. (f/k/a AC HoldCo Inc.)
                  and Thorndale Farm Gogo, LLC (as assignee to the interests of the
                  Thorne Investors, as defined therein).

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document).

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