Exhibit 10.7

CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED HAVE BEEN MARKED WITH THREE ASTERISKS [***] AND A FOOTNOTE INDICATING “CONFIDENTIAL TREATMENT REQUESTED”. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

SYSTEM AND SERVICES AGREEMENT

by and between

norwegian air shuttle

and

ROW 44, INC.

THIS SYSTEM AND SERVICES AGREEMENT (this “ Agreement ”) is made and effective as of this ___ day of January, 2011 (the “ Effective Date ”) by and between Row 44, Inc., a Delaware corporation (“ Row 44 ”), and Norwegian Air Shuttle, a company incorporated under the laws of Norway (“ Customer ”). Row 44 and Customer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Terms used herein and not otherwise defined shall have meaning for such terms as set forth in the glossary attached hereto as Appendix A.

RECITALS

WHEREAS, Row 44 and its Third Party Partners have developed a proprietary system for providing satellite-based in-flight broadband data communication to certain commercial passenger airliners (the “ Product ”);

WHEREAS, the Product consists of the production-level equipment set forth on Schedule A attached hereto, including, as applicable, the related documentation and specifications for such equipment (the “ Product Kit ”), and the related satellite and backhaul data communication services, all having the features described herein and as ordered by Customer (collectively, the “ Service ”); and

WHEREAS, Customer desires to obtain the Product by purchasing Product Kits and subscribing to the Service, all pursuant to the terms hereof.

NOW, THEREFORE, in consideration of the foregoing, and for such other consideration and mutual covenants as described herein, the Parties agree as follows:

1.          PRODUCT KITS

1.1.           Initial Fleet Order; Additional Orders . Customer hereby commits to the installation of *** Product Kits from Row 44 for installation on Customer’s 737-800 series aircraft and initial spare parts provisioning. With respect to these *** Product Kits, Customer will (ii) issue a purchase order to Row 44 for the first *** of such Product Kits within five (5) business days of the Effective Date (which, when added to the previous *** Product Kits ordered prior to the Effective Date includes Product Kits targeted for *** installation on Customer’s fleet); (ii) issue the purchase order(s) for the remaining *** Product Kits in alignment with the agreed installation schedule and product kit lead times and (iii) issue purchase orders for such remaining Product Kits by end of Q2 2012 and respecting the applicable lead time for shipment of Product Kits per Section 1.2 below (collectively, the order sequence above is referred to herein as the “ Initial Fleet Order ”). Following the Initial Fleet Order, Customer may order additional Product Kits for use by Customer by delivering to Row 44 a firm order, on Row 44’s standard form purchase order, for additional Product Kits as specified by Customer on such purchaser order. No purchase order shall be valid until accepted in writing by Row 44. Accepted orders issued pursuant to this Agreement may not be cancelled or adjusted by Customer without the express written consent of Row 44. . Customer shall meet and confer with Row 44 immediately following the Effective Date to set an installation plan and will commence regular installations of the Product Kits on its fleet upon receipt by Row 44 of the STC, all subject to Customer’s reasonable discretion regarding aircraft availability and Row 44’s ability to deliver Product Kits within the applicable lead time.

^*** Confidential treatment requested.

1.2.           Lead Time . The lead time for orders for Product Kits and Spare Parts shall be as provided by Row 44 from time to time during the Term. As of the Effective Date hereof, the lead time for first delivery of a Product Kit is *** from order to shipment; provided, that, such lead time shall not apply for Product Kits subject to the Initial Fleet Order (as each order in connection therewith is accepted by Row 44 per Section 1.1) and scheduled for delivery within such lead time.

1.3.           Shipment and Delivery . All Product Kits shall be shipped FOB shipping point; provided that, Row 44 shall retain a security interest in any such items not fully paid for by Customer prior to shipment. Row 44 or its applicable Third Party Partner will pack the Product Kits according to the specifications for such items and will ship such items to the location designated by Customer. Row 44 may ship components of a Product Kit in different containers and from different shipping points. Except as provided above with respect to Row 44’s security interest, title to and risk of loss will pass to Customer upon shipment. The satellite antenna assembly component of the Product Kits may be shipped to Customer in a re-usable ATA-300 Category 1 container, which container shall at all times remain the property of Row 44 and shall be returned to Row 44, at Row 44’s expense, in order to be used for later shipments of satellite antenna assemblies to customer of Row 44, including Customer.

1.4.           Installation .

1.4.1.           Cooperation . Customer acknowledges and agrees Row 44 is not responsible for the installation of the Product Kits on Customer’s aircraft. For the fees set forth on Schedule F, Row 44 shall provide onsite installation training and support to Customer until the installation target time of *** for the Product Kit is met. With respect to such installation support, Customer agrees to provide Row 44 with all reasonably requested data regarding the configuration of Customer’s aircraft to enable Row 44 and its applicable Third Party Partners to create installation manuals and related items to be utilized by Customer in installing the Product Kit. Notwithstanding the foregoing, the installation training and support provided by Row 44 shall not include the costs of any third party engineering or “DER” support if required with respect to an installation, the costs of which shall be paid for by Customer or Customer’s installation vendor.

^*** Confidential treatment requested.

1.4.2.           FAA and EASA Approval . Row 44 shall be responsible for obtaining Federal Aviation Administration (“ FAA ”) and European Aviation Safety Agency (“ EASA ”) approval for installation of the Product Kits on Customer’s 737-800 aircraft. Customer shall pay Row 44 the amount for such services as set forth on Schedule F. Subsequent to obtaining the foregoing EASA approval, Row 44 will file an FAA Supplemental Type Certificate (“ STC ”) amendment with respect to placarding aircraft equipped with Honeywell Phase III Cockpit Display Units without further cost to Customer.

1.4.3.           Commissioning . As part of the installation of a Product Kit, Customer and/or its applicable installer will be required to complete a commissioning procedure provided by Row 44, including, registering the Product Kit components installed on such aircraft and other related aircraft specific information with the Service and conducting ground tests of the Service. Commissioning of an aircraft shall not be deemed completed until Row 44 receives all confirmations and consents from the installer and Customer, including a final Customer Acceptance in accordance with Row 44’s commissioning procedures that Row 44 reasonably requests in order to verify installation was successful and the Service is functioning properly. Each aircraft of Customer that passes the commissioning procedures shall be referred to as a “ Commissioned Aircraft ” herein.

1.5.           Maintenance . Customer shall be responsible for all regular maintenance of the Product Kits, including, as applicable, removal and replacement of spare parts for Customer replaceable components and regular maintenance on the Product Kits or in connection with the Service; provided, that, in connection with the Service, Row 44 will remotely monitor the health and performance of the Product Kits and provide regular updates regarding the status of any hardware component of the Product Kits.

1.6.           Warranty – Product Kit . Row 44 warrants each Product Kit sold and delivered under this Agreement to be free from defects in material, workmanship and construction, and that when used in accordance with its intended use will perform to applicable specifications for a period of *** after shipment or *** from installation, whichever occurs first. For an additional fee of *** of the purchase price per Product Kit (payable at the same time and on the same terms as payment for the Product Kit), Row 44 will extend the foregoing warranty periods by ***. If examination by Row 44 discloses that the product has been defective, then Row 44’s obligation is limited to repair or replacement, at Row 44’s option, of the defective unit or its components. Subject to applicable EASA and FAA rules regarding tagging of repaired components and direct shipment of repaired goods from Row 44’s Third Party Partners, Row 44 shall act as single point of contact with respect to all warranty issues for all component parts related to a Product Kit and spares ordering unless otherwise advised by Customer.

^*** Confidential treatment requested.

1.7.           Aircraft Directives . In the event the FAA or EASA issues an airworthiness or similar directive that directly applies to a Row 44 Product Kit, Row 44 shall promptly coordinate with Customer and Row 44’s Third Party Partners to implement such directive. In the event the FAA or EASA issues a directive that does not directly apply to a Row 44 Product Kit, but Customer believes there is an impact to its aircraft due to the Row 44 Product Kit, Row 44 will assist Customer in the evaluation of the impact of such directive, including allocating Row 44 engineering resources to such evaluation by Customer.

1.8.           Row 44 System Directives . In the event the Row 44 Product Kit is ruled by an applicable regulatory body to constitute an “unsafe condition” because of its design pursuant to applicable FAA regulations (CFR Title 14, Part 21, Subpart H, Section 21.181) or EASA equivalent or is otherwise required to be re-certified the responsibility to correct and provide the amended FAA/EASA certification to Customer will be entirely Row 44’s. Row 44 shall pay the reasonable costs of any aircraft downtime as a result of such a regulatory action, including lease costs for replacement aircrafts if required.

1.9.           AOG Support. Row 44 shall provide telecommunications based Customer aircraft on ground (“ AOG ”) engineering support 7 days a week, 24 hours a day, including contact with Row 44 (or a third party service provider) engineering resources in support of such service. Row 44 will provide Customer its European AOG contact information prior to first production install on Customer’s aircraft. Row 44 will provide this service free of charge.

1.10.         ***

1.11.          Improvements and Customer Requested Changes . Customer and Row 44 acknowledge and agree that it is the intent of Row 44 to work with its Third Party Partners to improve the Product Kit during the Term. In that regard, Row 44 may cause design modifications, engineering changes and/or improvements to be implemented and correspondingly may make changes to the Product Kit design during the Term. Any such changes that affect the form, fit, function of any component of the Product Kit shall require Customer’s consent, such consent not to be unreasonably withheld or delayed. Customer may also request design changes to the Product Kit. Row 44 will thereafter promptly advise Customer whether such change is technically and operationally feasible, and, if so, the effect on unit price, delivery schedule, component interchangeability or expected technical performance. If Row 44 agrees to implement such Customer proposed design change, the terms of such agreement shall be as the Parties mutually agree following good faith negotiations. ***

^*** Confidential treatment requested.

2.          SUBSCRIPTION TO THE SERVICE

2.1.           Subscription to the Service. Customer hereby subscribes to and agrees to pay for access to the Service upon the terms set forth herein. The Service shall include the features and restrictions (in addition to the restrictions set forth herein) set forth on Schedule D. ***

2.2.           Network Operations and Service Maintenance. During the Term, Row 44 shall maintain a network operations center with the responsibility of monitoring the functionality and performance of the Service on Commissioned Aircraft. Row 44 shall also maintain a 24/7 technical s upport phone number/e-mail for technical support inquiries from Customer regarding operation of the Service.

2.3.           Training . In connection with the operation of the Service, Row 44 will provide training in the operation and functionality of the Service to Customer’s employees who will operate the Service on board Commissioned Aircraft, such training to be provided on a “train the trainer” basis and for the fees set forth on Schedule F. Row 44 will also provide a computer based training (CBT) aid to facilitate training dissemination. In support of the foregoing, Row 44 shall provide Customer the following training materials: Aircraft Maintenance Manuals (Antenna Provision and System Activation), Airplane Flight Manual Supplement, Instructions for Continued Airworthiness, On Aircraft Test Plan, Radome/Ring Structural Repair Manual, Component Maintenance Manuals, Instruction Sheet for Activating System and Understanding Basic Operations (For Cabin Crew Use).

2.4.           Reports . Row 44 shall provide Customer regular reports and/or access to a reporting web service with respect to such reports and information as Row 44 generally collects and makes available to its Customers regarding the performance of the Service on Customer’s aircraft. Upon request, with respect to Customer’s use of Product Kits and the Service, Customer shall have access to all reasonably requested data or information controlled by Row 44 relating to the Product Kit. Access will be web accessible and user privilege controlled.

2.5.           Legal Process Compliance . During the Term and solely as the same related to providing the Service, Row 44 shall be responsible for technical compliance associated with the Communications Assistance for Law Enforcement Act, the European Council Resolution regarding Lawful Interception of Telecommunications and such similar laws, rules, regulations or agreements binding on Row 44 and/or which Row 44 has agreed to perform. Where permitted under applicable law, Row 44 shall keep Customer informed of all compliance actions taken by Row 44 in support of such technical compliance, and, upon request from Row 44, Customer shall provide reasonably requested cooperation to Row 44 to support such compliance.

^*** Confidential treatment requested.

2.6.           Service Limitations . Customer acknowledges and agrees that receipt of the Service is subject to certain limitations due to the nature of satellite based internet access, including, without limitation, atmospheric or space-based signal interference leading to degraded signal or loss of signal and governmental requirements applicable to satellite providers. Row 44 shall not be held liable for any interference in accessing the Service due to network conditions generally affecting satellite transponder access and/or coverage or due to the actions of an applicable governmental authority reducing or eliminating the availability of normal satellite network access. Row 44 agrees to meet the quoted SLA terms and will provide commensurate compensation, as set forth herein, when applicable targets set in the SLA are not achieved.

2.7.           Terms of Service; Privacy Policy . Customer shall provide the Service to its customers subject to terms of service and a privacy policy reasonably acceptable to Row 44, and, in any event, at least including the minimum terms of service set forth on Schedule E attached hereto and such additional requirements under applicable law or customer industry practice for internet service providers as the same may change during the Term. Customer shall use Row 44’s standard landing page or develop and maintain a landing page (the “ Landing Page ”) as the first accessible web page when a Customer accesses the Service. The Landing Page will require each customer of Customer accept the terms of service described above before continuing to use the Service and disclose Customer’s privacy policy.

2.8.           Network Security; Prohibited Actions . Customer acknowledges and agrees protection of the Row 44’s network systems is of critical importance, and, therefore, Customer shall not engage in, or knowingly permit customers of Customer to engage in, any of the following activities: (i) any course of action that compromises the performance, security or integrity of the servers, computer systems, satellites or any other devices or software connected directly or indirectly to the network comprising the Service; (ii) any material increase in traffic levels for malicious or illegal purposes or with the result that such traffic level causes a substantial degradation of performance to Row 44 or other customers of Row 44; (iii) tampering, hacking or other intrusion or unauthorized access to any system controlled by Row 44 or through which Row 44 network access is dependent; or (iv) the infringement of the legal rights of other network users (including other users of the Service or the internet), service providers and content providers. In the event Customer, or any customer of Customer, undertakes any of the above activities, Customer acknowledges and agrees Row 44 is authorized to disable access to the Service (including for a particular customer of Customer) until such activity ceases. Notwithstanding the foregoing, Row 44 shall be under no obligation to monitor the content Customer or customers of Customer transmit using the Service, except as may be required by applicable law (including, without limitation, lawful intercept requirements). Customer may not resell or redistribute (whether for a fee or otherwise) the Services provided by Row 44, or any portion thereof, except for the sale of access to the Service from Customer to Customer’s customers on board Customer’s aircraft.

2.9.           Content Filtering and Web Analytics . Customer acknowledges and agrees Row 44 may be providing unfiltered internet access via the Service and Row 44 neither controls nor assumes any responsibility for any internet content accessed, acquired or transmitted by Customer or customers of Customer using the Service. Customer further acknowledges that except for access to Row 44’s standard web portal regarding use and performance of the system, Row 44 does provide any customer usage analytics. Upon written request from Customer, Row 44 will provide a then-current quote to implement content filtering and web analytics and the fees associated therewith.

2.10.          OOOI data . For the purposes of Service performance tracking, Out, On, Off, In (OOOI) data will be provided to Row 44 in a format and on a schedule to be agreed to in good faith by the Parties.

3.           Representations and Warranties

3.1.           General Representations . Each Party represents and warrants to the other Party that: (i) it is duly organized and validly existing under the laws of its jurisdiction or incorporation or formation; and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (ii) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person or persons executing this Agreement on its behalf has been duly authorized to do so by all requisite organizational action; (iii) this Agreement is legally binding upon it, enforceable in accordance with its terms, except as limited by bankruptcy or other general principals of equity; and (iv) the execution, delivery and performance of this Agreement by it does not conflict with any agreement, instrument or understanding, whether oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.

3.2.           Third Party Consents . Customer represents and warrants that it has obtained all third party authorization and consent to install the Product Kits on Customer’s aircraft, including, without limitation, authorization from any leasing or financing company with respect to such aircraft, and excluding any governmental authorizations that Row 44 or its Third Party Partners are required to obtain in order to provide the Product Kits and Service.

4.           Additional TERMS AND CONDITIONS

4.1.           Confidential Information .

4.1.1.           Definition. For purposes of this Agreement, “Confidential Information” means any information disclosed by either Party to the other Party, either directly or indirectly, in writing, orally, by inspection of tangible objects, or by operation of the services provided by the Parties hereunder, which is confidential, trade secret or proprietary to the disclosing party or any third party that has furnished such information to the disclosing party. Without limiting the generality of the foregoing, Confidential Information of Row 44 shall include all information related to the intellectual property comprising the Product Kit, the Service and the business models and methodologies associated therewith. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (i) was publicly known or generally available in the public domain prior to disclosure or becomes publicly known or generally available in the public domain through not act or omission of the receiving party; (ii) was rightly known by the receiving party, without restriction, prior to the time of first disclosure by disclosing party; (iii) was independently developed by the receiving party without the use of the Confidential Information of the disclosing party; or (iv) was rightfully obtained by receiving party without restriction from a third party who has the right to make such disclosure and without breach of any duty of confidentiality to the disclosing party.

4.1.2.           Restrictions on Use and Disclosure of Confidential Information. The Parties agree that during the Term and so long as Confidential Information of the disclosing Party remains in the receiving Party’s possession: (i) to hold the Confidential Information of the disclosing party in trust and strictest confidence; (ii) to use the Confidential Information of the disclosing party only for the benefit of the disclosing party; (iii) not to use the Confidential Information of the disclosing party in any manner or for any purpose not expressly set forth in this Agreement; (iv) to reproduce the Confidential Information of the disclosing party only to the extent reasonably required to fulfill the receiving party’s obligations hereunder; (v) to keep the Confidential Information of the disclosing party in a secure facility when not in use; and (vi) not to disclose, deliver, provide, disseminate or otherwise make available, directly or indirectly, any Confidential Information of the disclosing party to any third party without first obtaining the disclosing party’s express written consent on a case-by-case basis. A Party may disclose the other Party’s Confidential Information to its employees and representatives who have a need to know such Confidential Information, and, in connection with a potential transaction or as a reporting obligation pursuant thereto, to fundraising sources and their respective advisors. Each Party shall take at least the same degree of care that it uses to protect its own most highly confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information of the disclosing party. Notwithstanding the foregoing, a Party may disclose the Confidential Information of the other Party to the extent specifically required by applicable law; provided, that, such Party shall first give reasonable advance notice of such compelled disclosure to disclosing party, and shall cooperate with the disclosing party in connection with any efforts to prevent or limit the scope of such disclosure and/or use of the applicable Confidential Information.

4.2.           Indemnification .

4.2.1.           Indemnification by Row 44. Row 44 indemnifies and holds Customer harmless from and against any and all third party claims, actions, damages, liabilities, or expenses, including reasonable attorneys’ fees and costs, to the extent arising out of Row 44’s gross negligence or willful misconduct and resulting in injury to or death to any person or material loss or damage to any property.

4.2.2.           Indemnification by Customer . Customer indemnifies and holds Row 44 harmless from and against any and all third party claims, actions, damages, liabilities, or expenses, including reasonable attorneys’ fees and costs, to the extent arising out of Customer’s gross negligence or willful misconduct and resulting in injury to or death to any person or material loss or damage to any property.

4.2.3.           Indemnification Generally. Each Party’s indemnification obligations shall be conditioned on the other Party providing prompt notice to such indemnifying Part of any claim or threatened claim for which indemnification may be applicable, and permitting the indemnifying Part to control the defense of such claim or threatened claim. For purposes of the indemnification obligations herein, Customer and Row 44 shall be deemed to include each of their respective officers, directors, agents and employees.

4.3.           Intellectual Property Ownership . Customer acknowledges and agrees that the sale of Product Kits and provision of the Service by Row 44 pursuant to this Agreement does not in any way sell, transfer, license or assign any intellectual property rights associated with such Product Kits or Service (except for the implied limited license to use the intellectual property incorporated into Product Kits or the Service solely in connection with the use of such items pursuant to the terms hereof), and that all such intellectual property rights are retained by Row 44 and its Third Party Partners, as applicable.

4.4.           Insurance . Row 44 will maintain comprehensive general liability insurance, including aircraft products and completed operations liability, with a combined single limit for bodily injury and property damage in an amount of not less than *** per occurrence. Customer will maintain comprehensive general liability insurance, with a combined single limit for bodily injury and property damage in an amount of not less than *** per occurrence.

4.5.           Additional Work. Any additional services provided by Row 44 and not specifically set forth herein as included with the fees set forth herein shall be provided pursuant to a written, mutually agreeable statement of work and purchase order covering, without limitation, the scope of work, respective responsibilities and estimated fees associated therewith.

^*** Confidential treatment requested.

5.           Payment Terms

5.1.           Pricing and Payment for Product Kits and Spare Parts . The price for each Product Kit for the Initial Fleet Order and for Product Kit shall be as set forth on Schedule F; provided, that, following the initial three (3) year term of this Agreement, Row 44 may amend Schedule F with prices for any Renewal Term of this Agreement in an amount not to exceed the year over year percentage changes from the Effective Date in accordance with the formula set forth on Schedule F-1; provided, that, the amount of such increase shall not be more than *** per year since that most recent adjustment. In addition, the prices for any improved version of the Product Kit or features and services not set forth in this Agreement shall be as Row 44 provides Customer from time to time; provided, that Row 44 will have a feature/performance equivalent version of the current Product Kit available for purchase by Customer at the price set forth herein during the Term. Row 44 shall be paid by Customer for each Product Kit or Spare Part Customer orders according to the following schedule: (i) on the date of the specific purchase orders, *** of the total price for the Product Kits or Spare Parts ordered will be invoiced as per standard terms (30 days); and (ii) on defect free receipt (pursuant to an identified inspection procedure provided to Row 44) and 2 weeks after delivery of each Product Kit or Spare Part, *** of the total price of such Product Kit or Spare Part will be invoiced as per standard terms (30 days).

5.2.           Pricing and Payment for Service . Pricing for the Service shall be as set forth on Schedule F. ***

5.3.          ***

5.4.           General Payment Terms .

5.4.1.           Account.  All payments made by Customer to Row 44 hereunder shall be made by electronic funds transfer to an account and account beneficiary as designated by Row 44 from time to time. All payments shall be in United States Dollars.

5.4.2.           Interest. In addition to any other remedies, in the event any payment due from Customer hereunder has not been received by Row 44 on the applicable due date, such payment shall accrue interest at the lesser of (i) 1.00% per month for each month, pro-rated for the actual number of days between the due date and the date payment is received or (ii) the maximum rate allowed under applicable law.

^*** Confidential treatment requested.

5.4.3.           Audit Rights. Row 44 (or its designated representative) shall have the right to audit Customer’s books and records, including retaining copies thereof, to verify the correct payment of all fees due Row 44 hereunder. In the event such audit determines that Row 44 was underpaid by Customer, Customer shall reimburse Row 44 the amount of such underpayment and the reasonable costs of the audit, provided that reimbursement of audit costs shall never exceed the amount of the underpayment. All records and information obtained by Row 44 in connection with such audit shall be deemed Confidential Information; provided, that, Row 44 may use such information in a claim or other dispute resolution proceeding regarding amounts due and payable to Row 44.

5.4.4.           Fees, Surcharges and Taxes . Customer acknowledges that the prices set forth in this Agreement are exclusive of all applicable fees, import duties, surcharges and taxes with respect to items purchased and the services provided hereunder, except for taxes based solely on the net income of Row 44.

6.          Term and Termination

6.1.           Initial Term; Extensions . Unless earlier terminated, the initial term of this Agreement shall commence on the Effective Date and shall continue for a period of three (3) years (the “ Initial Term ”), and shall thereafter renew for an additional two (2) year term (each a “ Renewal Term ” and, collectively with the Initial Term, the “ Term ”), unless either Party gives the other Party *** days prior written notice of its intent not to renew this Agreement. If either Party provides the other Party a notice of such Party’s intent not to renew this Agreement, the Parties agree to meet and confer in good faith regarding terms under which the Agreement could be renewed for an additional Renewal Term, unless the Parties agree on the terms for a Renewal Term the Agreement will lapse at the end of the relevant Term.

6.2.           Termination; Suspension of Service.

6.2.1.           Termination for Breach . This Agreement may be terminated by either Party hereto if the other Party materially breaches the terms hereof, and such other Party has failed to cure such breach within *** days of notice from the non-breaching Party; provided, that, the cure period with respect to failure to make any payment due to Row 44 hereunder shall be *** days.

6.2.2.           Termination for Insolvency . Either Party may terminate this Agreement immediately upon delivery of notice to the other Party, without opportunity to cure, if the other Party (i) is liquidated, dissolved, ceases to do business or otherwise terminates its business operations; (ii) becomes insolvent; (iii) makes a general assignment for the benefit of creditors; or (iv) institutes or has instituted against it any proceedings under any law relating to bankruptcy or insolvency or a receiver or trustee is appointed for all or a substantial portion of its assets, and such proceeding or appointment is not dismissed or discharged within 90 days.

^*** Confidential treatment requested.

6.2.3.           Effect of Breach and Termination. Return of Confidential Information. Following the termination or expiration of this Agreement, within 20 days of receipt of a request from either Party, both Parties shall return any and all Confidential Information of the other Party to such Party and an officer of each Party shall certify in writing to the other Party compliance with this provision.

6.2.4.           Suspension of Service. In addition to any other rights and remedies Row 44 may have under the terms of this Agreement, Row 44 may suspend Customer’s access to the Service, cease delivery of Product Kits, or suspend any other services provided by Row 44 or its vendors to Customer hereunder during any period in which Customer is in breach of the terms of this Agreement.

6.2.5.           Suspension due to legislative directive or authority request . Customer may suspend service if legislative directives and/or authority request require, as determined by Customer in its reasonable discretion, the service to cease.

6.2.6.           Termination due to an extended period of suspension. If a suspension of service extends for more than 6 months, each Party may terminate this Agreement forthwith by providing the other Party with a written notice of termination.

7.          General Terms

7.1.           Counterparts . This Agreement may be executed in counterparts and if so executed in counterparts will be enforceable and effective upon the exchange of executed counterparts or exchange of facsimile transmissions of executed counterparts.

7.2.           Rules of Construction and Interpretation . References to articles, sections, schedules and parties are to the Articles, Sections and Schedules of and parties to this Agreement. Headings are included for convenience only and shall not affect the construction of this Agreement. The words "hereof", "herein", "hereunder", and similar terms when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The Parties acknowledge that this Agreement has been prepared and drafted through the efforts of both Parties and agree that in the interpretation, construction and enforcement of the terms and conditions of this Agreement, there shall not be applied against either Party the normal rule of construction that vague or ambiguous terms are to be construed against the drafting party.

7.3.           Press Releases . Neither Party hereto will issue any material press releases or other publicity regarding this Agreement or its subject matter without the consent of the other Party.

7.4.           Disclaimers and Liability Limitations . EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, ROW 44 SPECIFICALLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE PRODUCT, INCLUDING THE PRODUCT KITS AND THE SERVICE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND OR NATURE (INCLUDING LOST PROFITS AND LOST REVENUES) ARISING OUT OF OR RELATING TO THIS AGREEMENT, EXCLUDING SUCH LIABILITIES WHICH MAY ARISE AS A RESULT OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF A PARTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSSES OR DAMAGES OF ANY KIND OR NATURE ARISING OUT OF OR RELATING TO THIS AGREEMENT IN EXCESS OF THE TOTAL AMOUNT ACTUALLY PAID TO AND RECEIVED BY ROW 44 BY CUSTOMER IN THE PRIOR YEAR, WHICH AMOUNT WILL BE THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER PARTY HEREUNDER, UNLESS A PARTY HAS ACTED WITH GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NOTWITHSTANDING THE FOREGOING, THE MAXIMUM AGGREGATE LIABILITY AMOUNT ABOVE SHALL NOT APPLY WITH RESPECT TO AMOUNTS TO BE PAID TO ROW 44 FOR ORDERS FOR PRODUCT KITS AND SPARE PARTS PLACED BY CUSTOMER.

7.5.           Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of Delaware, excluding its law of conflict of laws.

7.6.           Notices . All notices required or permitted under this Agreement shall be in writing and deemed given with personally delivered, sent by electronic transmission (with confirmation of receipt for fax or no notice of non-delivery for e-mail, or upon confirmation of delivery by a recognized commercial overnight carrier, to the address for such Party as set forth on the signature page hereto, or such alternative address as a Party may provide the other Party via this notice provision.

7.7.           Compliance with Law . Each Party will comply with all applicable laws and regulations applicable to the performance by the Parties of their respective obligations hereunder, including, without limitation, in the case of Customer, all laws, policies and regulations applicable to the marketing, sale and use of the Service. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

7.8.           Export Controls . Each of the Party’s agrees that this Agreement and the equipment and services delivered hereunder are subject to all applicable export controls of the United States, and each Party hereto agrees to comply with the terms of such export controls as administered and/or imposed by the applicable governmental body. Each Party agrees to reasonably assist the other Party in such compliance, including assistance in obtaining any applicable approval or license.

7.9.           Waiver . No failure or delay on the part of Customer or Row 44 in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy. The remedies of either Party provided for herein shall be cumulative and not exclusive.

7.10.          Amendments . This Agreement may be amended from time to time only by a written amendment duly executed and delivered by Customer and Row 44.

7.11.          No Joint Venture . Nothing contained herein shall constitute the Parties as joint venturers, partners or agents of one another and neither Party shall have the right or power to bind or obligate the other.

7.12.          Force Majeure . Except for the exercise of due care, neither Party shall be liable for the failure or delay in performance of any obligation under this Agreement by reason of any event beyond such Party’s reasonable control, including, without limitation, acts of God, fire, flood, earthquake or other natural forces, war, civil unrest, actions or decrees of governmental bodies or freight embargos.

7.13.          Severability . If, for any reason, any part of this Agreement is adjudicated invalid, unenforceable or illegal by a court of competent jurisdiction, such adjudication shall not affect or impair, in whole or in part, the validity, enforceability, or legality of any remaining portions of this Agreement.

7.14.          Survival . The Parties agree that any provisions hereof which by their nature survive the termination or expiration of this Agreement, shall survive such termination or expiration of this Agreement.

7.15.          Assignment . Neither Party shall have the right to, and each Party covenants that it will not, assign or delegate this Agreement or any of its rights, duties or obligations hereunder without the prior written consent of the other Party. This Agreement may not be involuntarily assigned or assigned by operation of law. With the consent of the other Party, not to be unreasonably withheld or delayed, each Party shall have the right to assign (i) this Agreement to any parent or subsidiary, to any entity which results from a merger, de-merger or consolidation with the relevant Party or any person or entity that acquires all or substantially all the assets of the relevant Party related to this Agreement and/or (ii) its rights to receive payment hereunder in connection with a financing transaction. Any assignment, delegation or transfer, or attempt at the same, in violation of the foregoing shall be void and without effect.

7.16.          Further Assurances . Each Party to this Agreement shall, at its own expense, furnish, execute and deliver all documents and take all actions as may be reasonably be required to effect the terms and purposes of this Agreement.

7.17.          Attorneys Fees . In the event of any litigation or other proceeding is brought by either Party arising out of relating to this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to recover from the other Party all reasonable costs, attorneys fees, professional fees and other expenses incurred by such prevailing Party in such litigation or proceeding.

7.18.          Entire Agreement . This Agreement, including all schedules and exhibits hereto, and any other agreements referenced herein constitute the entire agreement between the Parties, and supersedes any prior written or oral agreement or understanding with respect to the subject matter hereof.

7.19.          Binding Effect . This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.

7.20.          Dispute Resolution . In the event any dispute or controversy arising out of or relating to this Agreement, whether based on law, equity or any other legal theory (a “ Dispute ”), the Parties agree to exercise their best efforts to resolve the Dispute as soon as possible through good faith negotiations. If good faith negotiations do not resolve the Dispute, either Party may submit the Dispute to arbitration in Luxembourg or such other neutral location as Row 44 and Customer may agree. The arbitration proceedings shall be governed by and otherwise carried out in accordance with the rules of the London Court of International Arbitration. The language of the arbitration proceedings shall be English.

7.21.         ***

7.22.          Designated personnel. Row 44 will fully support Customer with one (1) dedicated person for Technical installation and one (1) dedicated person for Commercial.

(Signature Page Follows)

^*** Confidential treatment requested.

IN WITNESS WHEREOF , the Parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the Effective Date.

(Signature Page to Systems and Services Agreement)

Appendix A

Glossary

“ AAA ” shall have the meaning set forth in Section 7.20.

“ Agreement ” shall have the meaning set forth in the preamble.

“ AOG ” shall have the meaning set forth in Section 1.9.

“ Commissioned Aircraft ” shall have the meaning set forth in Section 1.4.3.

“ Confidential Information ” shall have the meaning set forth in Section 4.1.1.

“ Customer ” shall have the meaning set forth in the preamble.

“ Dispute ” shall have the meaning set forth in Section 7.20.

“ EASA ” shall have the meaning set forth in Section 1.4.2.

“ Effective Date ” shall have the meaning set forth in the preamble.

“ Enplanement ” shall mean an enplaned customer travelling on board a Commissioned Aircraft during a single flight leg.

“ FAA ” shall have the meaning set forth in Section 1.4.2.

“ Initial Fleet Order ” shall have the meaning set forth in Section 1.1.

“ Initial Term ” shall have the meaning set forth in Section 6.1.

“ Landing Page ” shall have the meaning set forth in Section 2.4.

“ Operational Commissioned Aircraft” is defined herein as an aircraft of Customer which has passed commissioning procedures and all system components are functioning properly so as to make the aircraft available for the Service.

“ Operational Data ” shall mean the use of the Service by Customer directly instead of customers of Customer and for the transmission by Customer of data related to the operations of Customer, including its aircraft.

“ Party ” or “ Parties ” shall have the meaning set forth in the preamble.

“ Per Enplanement Fee ” shall have the meaning set forth on Schedule F.

“ Product ” shall have the meaning set forth in the recitals.

“ Product Kit ” shall have the meaning set forth in the recitals.

“ Renewal Term ” shall have the meaning set forth in Section 6.1.

“ Row 44 ” shall have the meaning set forth in the preamble.

“ Service ” shall have the meaning set forth in the recitals.

“ Spare Parts ” shall mean the Customer replaceable sub-components of the Product Kit.

“ Term ” shall have the meaning set forth in Section 6.1.

“ Third Party Partners ” shall mean Row 44’s authorized component vendors or service providers.

Schedule A

Equipment Comprising Product Kit

^***

Row 44 to confirm that part numbers will be provided once the STC is obtained.

Row 44 to provide detailed assembly and sub-assembly descriptions to enable quality assurance on receipt of equipment by the customer.

^*** Confidential treatment requested.

Schedule C

Equipment lead time

***

Row 44 agrees to act as the single point of contact for ordering spares unless Customer advises otherwise.

^*** Confidential treatment requested.

Schedule D

Service Features and Restrictions

Service Features/Performance:

The Service shall deliver broadband Internet access, including ground-based backhaul Internet connectivity, satellite-based data connectivity to each aircraft for (i) Wi-Fi-based Internet access availability to customer’s of Customer within the cabin and (ii) electronic Operational data services provided by Customer, all with the bandwidth performance target of *** on board Customer’s operational Commissioned Aircraft.

Row 44 shall provide Customer access to its web-based status page service which shall report the operational and disruptive status of each Commissioned Aircraft and the performance of the system on such aircraft.

Service Availability:

Normal Operations shall mean periods in which:

The applicable Customer aircraft is in a proper position to receive the Service, as follows:

a.           For Customers customer the aircraft is operating above *** feet (AGL);

b.           For Customer Operational Data whenever the system is switched on (subject to applicable law and regulations) and there is a clear line of sight to satellite.

b.           The applicable System Unit component has not been disabled or miss-configured by Customer;

               ***

Normal Operations shall not include:

1.          Periods of general disruptions to data or Internet networks or satellite communications outside of Row 44’s network and/or control, including, without limitation, general atmospheric disruption of satellite communications or failure of a domain name server or related critical internet function.

2.          Periods in which the Service is specifically disrupted due to adjacent satellite interference outside of Row 44’s control.

3.          Periods of flight over locations where governmental restrictions on satellite communications are in effect.

4. Periods in which the Service is unavailable due to general satellite communication preemption by a governmental authority.

Definition of a ‘disrupted flight’:

Any flight that has a total continuous outage that is greater than *** during Normal Operations will be classed as ‘DISRUPTED’ – Fees will be payable according to this table for a disrupted flight:

***

Coverage Area:

See attached Schedules D-1 and D-2 for satellite coverage map and current European coverage area authorizations, respectively.

^*** Confidential treatment requested.

Notwithstanding the foregoing, Row 44 and Customer acknowledge that the outer-edge of the above coverage areas and/or the outer-edge of an applicable satellite coverage region may be areas in which the throughput requirements above may not be available for the entire period the Service is available. In addition, the coverage area above is based on commonly used airline passenger flight routes and not coverage throughout the entirety of a region.

***

Restrictions

Use of the Service shall be subject to all rules and regulations established by applicable governmental authorities, including the FAA, EASA, the FCC, including Row 44’s FCC license, and the requirements any governmental authority or license binding on the Service as a result of its use in the coverage area.

The Service may not be used to provide a data link from avionics maintenance monitoring equipment or a component that collects avionics information while the applicable aircraft is on the ground.

^*** Confidential treatment requested.

Schedule D-1

Satellite Coverage Map

***

^*** Confidential treatment requested.

Schedule D-2

Country Authorizations

***

^*** Confidential treatment requested.

Schedule D-2

Country Authorizations

Part 2

***

^*** Confidential treatment requested.

Schedule E

Minimum Terms of Service

PROHIBITED CONDUCT

You agree not to use the Service as follows: (a) for any unlawful, improper or criminal purpose or activity; (b) to post or transmit information or communications that, whether explicitly stated, implied, or suggested through use of symbols, are libelous, defamatory, invasive of another person’s privacy, sadistic, cruel, or racist in content; or which espouses, promotes or incites bigotry, hatred or racism; or which might be legally actionable for any reason; (c) hurts minors in any way; (d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service; (e) intentionally or unintentionally violate any applicable local, provincial, state, national or international law, including, but not limited to, rules, orders and regulations having the force of law; (f) to attempt to access or access the accounts of others, to spoof or attempt to spoof the URL or DNS address, or to attempt to penetrate or penetrate our security measures or other entities' systems ("hacking") whether or not the intrusion results in corruption or loss of data; (g) to bombard individuals or newsgroups with uninvited communications, data or information, or other similar activities, including but not limited to "spamming", "flaming" or denial or distributed denial of service attacks; (h) to transmit unsolicited voluminous emails (for example, spamming) or to intercept, interfere with or redirect email intended for third parties using the Service; (i) to introduce viruses, worms, harmful code and/or Trojan horses on the Internet; (j) to post information on newsgroups which is not in the topic area of the newsgroup; (k) to interfere with another person's usage or enjoyment of the Internet or this Service; (l) to post or transmit information or communications that are defamatory, fraudulent, obscene or deceptive, including but not limited to scams such as "make-money-fast" schemes or "pyramid/chain" letters; (m) to damage the name or reputation of Service Provider or its subcontractors, or any of their respective parents, affiliates and subsidiaries, or any third parties; (n) to transmit confidential or proprietary information, except solely at your own risk; (o) to violate our or any third party's copyright, trademark, proprietary or other intellectual property rights, including trade secret rights; (p) to generate excessive amounts (as determined in our sole discretion) of Internet traffic, or to disrupt net user groups or email use by others; (q) to engage in activities designed to or having the effect of degrading or denying Service to other users or others (including activities that compromise a server, router, circuit or software; (r) to use any name or mark of Service Provider Hughes Network Systems, or their respective parents, affiliates or subsidiaries, as a hypertext link to any Web site or in any advertising publicity or other commercial manner; (t) to use the Service or the Internet in a manner intended to threaten, harass, or intimidate others; (u) to cause the screen to "scroll" faster than other subscribers or users are able to type to it, or any action that has a similar disruptive effect, on or through the Service; (v) to use the Service to disrupt the normal flow of online dialogue, (w) to use the Service to violate any operating rule, policy or guideline of any other online services provider or interactive service; (x) to attempt to subvert or to aid third parties to subvert, the security of any computer facility or system connected to the Internet; (y) to impersonate any person or using a false name while using the Service; (z) to install "auto-responders," "cancel-bots" or similar automated or manual routines which generate excessive amounts of net traffic, or disrupt net user groups or email use by others; (aa) to make false or unverified complaints against any subscriber, or otherwise abusing any of our complaint response procedures; (bb) to export software or any information in violation of US export laws; or (cc) to use the Service in contravention of the limitations of the pricing plan you have chosen.

ILLEGAL PURPOSES

You agree not to use the Service nor any of its elements or related facilities or capabilities to conduct any business or activity, or solicit the performance of any activity, which is prohibited by or would violate any applicable law, rule, regulation or legal obligation.

OTHER OBLIGATIONS RELATING TO CONTENT

You agree we do not, and we shall not without cause, pre-screen content transmitted by you over the Service, but we shall have the right (but not the obligation) in our sole discretion to refuse or move any such content that is available via the Service, including without limitation any content that violates the terms of this Agreement or is otherwise objectionable. You agree to evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content, and acknowledge that you may not rely on any content created by, or submitted to, ourselves.

You agree we may preserve and disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the terms of this Agreement; (c) respond to claims that any content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Service Provider, its users and the public.

RESERVATION OF RIGHTS

We reserve all copyrights and other rights in and to any content available through the Service which is identified as, claimed by us as, or known by you to be, proprietary to us (or our licensors). The content on the Service is protected under applicable copyright law, including as a collective work. All copying, modification, distribution, publication or other use by you, or by any user of your account, of any such content or other works is prohibited, except as expressly permitted by ourselves.

NO ENDORSEMENT

We do not endorse or in any way vouch for the accuracy, completeness, truthfulness or reliability of any service, opinion, advice, communication, information or other content on or made available through the Service. None of such content should be construed or understood to constitute or reflect the views or approval of Service Provider or any of the subcontractors, subsidiaries or affiliates. We do not recommend that such content be relied on for reaching important decisions or conclusions without appropriate verification and, as appropriate, professional advice.

INTERNET

YOU ACKNOWLEDGE THAT INTERNET SITES, AND USE OF THE INTERNET, MIGHT CONSIST OF, INCLUDE AND/OR PROVIDE ACCESS TO IMAGES, SOUND, MESSAGES, TEXT, SERVICES OR OTHER CONTENT AND MATERIAL THAT MAY BE UNSUITABLE FOR MINORS AND THAT MAY BE OBJECTIONABLE TO MANY ADULTS. YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY SUCH CONTENT OR MATERIAL AND AGREES THAT ACCESS TO SAME THROUGH USE OF THE SERVICE IS AT YOUR SOLE RISK. The reliability, availability, legality, performance and other aspects of resources accessed through the Internet are beyond our reasonable control and are not in any way warranted or supported by ourselves or our third party contractors. You acknowledge that safeguards relative to copyright, ownership, appropriateness, reliability, legality and integrity of content may be entirely lacking with respect to the Internet and content accessible through it. You confirm that you assume all risk and liability of any use of the Internet through your account, including your continuous compliance with the Subscriber Agreement.

DISCLAIMER OF WARRANTIES, LIABILITY AND RESPONSIBILITY

YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. NEITHER WE NOR ANY OF OUR INFORMATION OR CONTENT PROVIDERS, SERVICE PROVIDERS, LICENSORS, EMPLOYEES OR AGENTS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE OR ANY OF OUR INFORMATION OR CONTENT PROVIDERS, SERVICE PROVIDERS, LICENSORS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE, INCLUDING ANY MINIMUM UPLOAD OR DOWNLOAD SPEEDS. THE SERVICE IS DISTRIBUTED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, EXCEPT FOR THOSE WARRANTIES, IF ANY, WHICH ARE IMPLIED BY, AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER, THE LAWS APPLICABLE TO THIS SUBSCRIBER AGREEMENT. WE EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY THAT THE SERVICE WILL BE ERROR FREE, SECURE OR UNINTERRUPTED OR OPERATE AT ANY MINIMUM SPEED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY OURSELVES, OUR EMPLOYEES, DEALERS, AND LICENSORS OR THE LIKE SHALL CREATE A WARRANTY; NOR SHALL YOU RELY ON ANY SUCH INFORMATION OR ADVICE. IN ADDITION, WE FURTHER DISCLAIM ANY LIABILITY OR RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, NON-DELIVERY OR FAILURE TO STORE OR ACCURATELY STORE, ANY E-MAIL OR OTHER COMMUNICATIONS, ADDRESSES OR PERSONALIZATION SETTINGS.

IN PARTICULAR, BECAUSE WE MAY PROVIDE ITS SUBSCRIBERS WITH ELECTRONIC ACCESS TO THE CONTENT AVAILABLE ON THE SERVICE, WHICH CONTENT MAY BE ORIGINATED BY INDEPENDENT PUBLISHERS AND/OR PROVIDERS AND WHICH CONTENT IS NOT AUGMENTED BY OURSELVES, WE CANNOT AND DO NOT WARRANT THE ACCURACY OF ANY OF THE INFORMATION AS ORIGINATED BY SAID INDEPENDENT PUBLISHERS AND/OR PROVIDERS, AND WE SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY ERRORS, OMISSIONS, OR INACCURACIES RELATING THERETO. IF DEFECTIVE, YOU - NOT OURSELVES, OUR DEALERS, DISTRIBUTORS, AGENTS, EMPLOYEES OR ANY THIRD-PARTY CONTENT PROVIDER - ASSUME THE CONSEQUENCES RESULTING THEREFROM.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OURSELVES, OUR DEALERS, DISTRIBUTORS, AGENTS, EMPLOYEES OR ANY THIRD-PARTY CONTENT PROVIDER, SHALL CREATE ANY WARRANTY IN OR TO THE SERVICE OR THE CONTENT, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER WE NOR ANY OF OUR INFORMATION OR CONTENT PROVIDERS, SERVICE PROVIDERS, LICENSORS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SERVICE OR INABILITY TO USE THE SERVICE OR OUT OF ANY BREACH OF ANY REPRESENTATION OR WARRANTY. WITHOUT IN ANY WAY LIMITING THE FOREGOING, IF FOR ANY REASON, BY OPERATION OF LAW OR OTHERWISE, ANY PORTION OF THE FOREGOING LIMITATION OF LIABILITY SHALL BE VOIDED, THEN IN SUCH EVENT OUR MAXIMUM, SOLE, AND EXCLUSIVE LIABILITY, OUR DEALERS, DISTRIBUTORS, AGENTS, EMPLOYEES OR THIRD PARTY CONTENT PROVIDER, IF ANY, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO OURSELVES BY YOU FOR SERVICES FURNISHED UNDER THIS SUBSCRIBER AGREEMENT DURING AND FOR A PERIOD OF TIME COMMENCING UPON THE OCCURRENCE OF SUCH ERROR, DEFECT OR FAILURE AND CEASING UPON THE DISCOVERY OF SUCH, IN WHOLE OR IN PART; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL SUCH PERIOD OF TIME EXCEED THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE WHICH SUCH ERROR, DEFECT OR FAILURE IS FIRST DISCOVERED IN WHOLE OR IN PART.

INDEMNITY

You agree to indemnify Service Provider, Hughes Network Systems, and each of their respective subcontractors against all claims, liability, damages, costs and expenses, including but not limited to reasonable attorneys fees, arising out of or related to any and all use of your account, including any content transmitted over the Service, your use of the Service, your violation of this Agreement, and your violation of any rights of any other person. This includes, without limitation, responsibility for all such consequences of your (or that of any user of your account) violation of this Subscriber Agreement or placement on or over, or retrieval from or through, the Service of any software, file, information, communication or other content.

PROPRIETARY RIGHTS

Except for public domain material, all copyrightable content distributed over the Service is copyrighted by ourselves or the third-party content provider. We and/or such third party content providers own all right title and interest to such content and you may not copy, distribute, transmit or publish, in any form, including printed, electronic, digitized, audio or otherwise, or modify all or any portion of such content without the prior written consent of the copyright owner; provided, however, that you may store one copy of the content on your personal computer for your personal use for a period not to exceed thirty calendar days. All copyright or other proprietary rights notices contained in or associated with the content or contained therein must be preserved in, or on, any copies made of such material. The placement of copyrighted material in any public posting area, or any software library, without the consent of the copyright owner is in violation of this Subscriber Agreement.

Schedule F

Prices

Product Kit Price

***

Initial Spare Part Pricing

***

FAA/EASA Approval

***

AOG Support

Row 44 will provide telecommunications based 24/7 AOG support free of charge. This will be an appropriately qualified person who can support and provide corrective support for inoperable aircraft.

Installation Support

***

Service Fee Pricing

***

Monthly Data Usage Allowance

***

The Operational Data Service will provide Customer with an allowance of *** per operational aircraft per ***.

The applicable charge for operational data usage above *** of the Service per operational aircraft per *** shall be *** for usage during periods the Service is available to customers of Customers and *** for usage during periods the Service is not available to customers of Customers.

Service availability at airports is subject to regulatory clearance for each airport and that severe weather may impair service on the ground. Service to passengers below *** feet is not allowed by FAA or EASA as per the standard personal electronic device policies implemented by most airlines. The Operational Data Service will be subject to sensible provisions designed to minimize impact of this data to the network and the customer experience.

Sponsored Activities Revenue Share

***

^*** Confidential treatment requested.

Schedule F-1

Price Adjustment Formula

Formula:

***

^*** Confidential treatment requested.

Schedule G

Service Fee Calculation

***

^*** Confidential treatment requested.

Exhibit 10.8

CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED HAVE BEEN MARKED WITH THREE ASTERISKS [***] AND A FOOTNOTE INDICATING "CONFIDENTIAL TREATMENT REQUESTED". MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

OEM PURCHASE AND DEVELOPMENT AGREEMENT

BETWEEN

TECOM Industries, Inc.

And

Row 44, Inc.

THIS OEM PURCHASE AND DEVELOPMENT AGREEMENT (this " Agreement ") is entered into and effective as of October 12, 2009 (" Effective Date ") between TECOM Industries, Inc. (" TECOM " or “ Seller ”), a California corporation located at 375 Conejo Ridge Avenue, Thousand Oaks, California 91361, and Row 44, Inc. (“ Row 44 ” or “ Buyer ”), a Delaware corporation located at 31280 Oak Crest Drive, Westlake Village, California 91361, (hereinafter, each a “ Party ” and collectively, the “ Parties ”).

RECITALS

WHEREAS, Buyer operates a broadband data service for the aviation industry (the “ Row 44 Service ”);

WHEREAS, Seller designs and builds custom antennas and antenna systems for the defense, commercial wireless and satellite communications markets;

WHEREAS, Seller has developed certain proprietary airborne satellite antenna assembly subsystems technologies and products as more fully described herein;

WHEREAS, Seller desires to develop and sell Buyer an airborne satellite antenna subsystem that has obtained Black Label approval for use with the Row 44 Service (the “ Product Antenna System ” or “ Product ”); and

WHEREAS, following development of the Product Antenna System, Buyer desires to purchase a number of the Product Antenna Systems, all on the terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein the Parties agree as follows:

1. DEFINITIONS

“ Agreement ” has the meaning set forth in the preamble.

“ Black Label Approval ” means all the regulatory approvals set forth on Exhibit C hereto and any other similar approvals required by the FAA to supply and distribute the Product Antenna System.

“ Buyer ” has the meaning set forth in the preamble.

“ Claim” has the meaning set forth in Section 11.1.

“Effective Date” has the meaning set forth in the preamble.

“ FAA ” means the Federal Aviation Administration.

" Improvements " means any improvements, discoveries, developments, modifications or derivative works, whether or not patentable.

“ Indemnified Party ” has the meaning set forth in Section 11.2.

“ Indemnifying Party ” has the meaning set forth in Section 11.2.

“ Intellectual Property Rights " means all current and future trade secrets, copyrights, patents and other patent rights, trademark rights, service mark rights, mask work rights and any and all other intellectual property or proprietary rights now known or hereafter recognized in any jurisdiction.

“Initial Term” has the meaning set forth in Section 13.1.

“ Marks ” has the meaning set forth in Section 9.4.

“ Minimum Order Quantity ” shall mean ^*** Product Antenna Units.

“ Party ” or “ Parties ” has the meaning set forth in the preamble.

“ Product Antenna System ” or “ Product ” has the meaning set forth in the recitals.

“ Product Software ” means all software developed for auto tracking algorithms, antenna control unit firmware and systems integration.

“ Related Products ” has the meaning set forth in Section 5.5.

“Renewal Term” has the meaning set forth in Section 13.1.

“ Row 44 ” has the meaning set forth in the preamble.

“ Row 44 Service ” has the meaning set forth in the recitals.

“ Seller ” has the meaning set forth in the preamble.

“ Seller Know-how " means the proprietary techniques, inventions, practices, methods, knowledge, designs, skill and experience relating to the development of the Product or Seller's proprietary subsystems Seller discloses to Buyer under this Agreement.

" Seller Patents " means patents issued as of the Effective Date related to the subject matter of this Agreement and the patents to issue after the Effective Date on patent applications entitled to a filing date on or before the Effective Date related to the subject matter of this Agreement, including without limitation all foreign counterparts, all substitutions, extensions, reissues, renewals, divisions, continuations and continuations in part relating to such patents and their foreign counterparts, and which are owned or controlled by Seller (where "controlled" means licensed by Seller with a royalty-free right to grant sublicenses).

" Seller Technology " means (i) the inventions, designs, discoveries and processes claimed in the Seller Patents and (ii) the Seller Know-How.

" Specifications " means, with respect to the minimum performance of the Product, the ***, attached hereto as Exhibit A-1 , and, with respect to the final Product, the specifications for such Product to be agreed upon by the Parties and to be attached hereto as Exhibit A-2 .

“ Statement of Work ” or “ SOW ” means the Airborne Satellite RF Subsystem Statement of Work, Document Number *** , attached hereto as Exhibit B and setting forth the development scope of work.

“ TECOM ” has the meaning set forth in the preamble.

“Term” has the meaning set forth in Section 13.1.

“ Threshold Number ” has the meaning set forth in Section 10.6.

2. COMPLETION OF DEVELOPMENT

2.1. Generally . Seller either has or shortly will complete development of the Product Antenna System for general commercial release pending regulatory approvals. In the event Seller has not obtained Black Label Approval for the Product Antenna System by January 31, 2010, then Buyer shall have the right to terminate this Agreement without any liability upon written notice to Seller within thirty (30) days of such date. Subject to the foregoing right of Buyer, upon completion of development, Seller will undertake and diligently pursue obtaining regulatory approval for the Product Antenna System at all times until such approval has been obtained, Buyer exercises its right of termination set forth in this Section 2.1, or approval is denied with prejudice.

2.2. Further Assurances . Each Party agrees to provide the other Party such reasonably requested assistance and data to complete the development, qualification and licensing of the Product Antenna System and the other requirements of the Parties set forth in the Statement of Work. With respect to items in the Statement of Work which by their nature require further clarification, the Parties agree to negotiate the work scope and responsibilities with respect to such items in good faith and with the understanding that expenses related to non-recurring engineering costs are the sole responsibility of Seller.

2.3. Development Prototypes . In order to assist Buyer’s integration of the Product Antenna System into the Row 44 Service, to test compliance of the Product Antenna System and to assist in development of the Product Antenna System, *** , Seller shall fabricate *** prototype “red label” Product Antenna Systems, including, *** . In addition, Seller will provide Buyer a *** for purposes of Buyer’s *** . Upon Black Label Approval, Seller agrees to upgrade and/or retrofit *** provided to Buyer for use on its flight test aircraft , unless such upgrade and/or retrofit is not reasonably practical given the changes made to the antenna design since the date of delivery.

3. PURCHASE OF PRODUCTS

Acceptance of Orders . Seller agrees to sell the Product to Buyer and to accept purchase orders for the Product from Buyer issued pursuant the terms and conditions of this Agreement. Purchases shall be initiated by Buyer's written or electronically dispatched purchase orders referencing the quantity, the Product, applicable price, shipping instructions and expected delivery schedule. All purchase orders for Products placed by Buyer hereunder shall be governed by the terms and conditions of this Agreement which shall be incorporated by reference into each purchase order. In the event of a conflict between the provisions of this Agreement and the terms and conditions of Buyer's purchase order or Seller's acknowledgment or other written communications, the provisions of this Agreement shall prevail and any such conflicting terms or conditions are hereby rejected. Buyer represents and warrants that its standard form of contracts with Buyer’s end user customer requires that payment will be made to the Buyer within *** days after Buyer’s delivery of Products to the end use customer. Buyer will use its best efforts to enforce compliance with this provision by the end use customers. Upon reasonable request, and with the knowledge and permission of the end use customer, Buyer will provide Seller a copy of the purchase order, relevant portions of the underlying master sales or other contract, as well as other reasonable confirmation of the termination or cancellation provisions of the applicable order from Buyer’s end user customer.

Seller agrees to deliver Product directly to a carrier selected by Buyer for shipment directly to Buyer, Buyer’s end use customer or to a third party installation party(s) at a location(s) as instructed by Buyer. The Buyer represents and warrants that its standard form of contract with Buyer’s end use customer(s) provides that the final acceptance of the Product will be completed upon delivery to the designated location and no testing of the Product will be a condition to acceptance which will commence the *** day time period for payment to Buyer by the end use customer(s).

3.1. Lead time . Product Antenna Systems ordered by Buyer from Seller shall be subject to a *** calendar day lead time; provided, that, Seller agrees, subject to Section 5.1, (i) to accept any order issued within the lead time if Seller has the ability to meet such order, (ii) the lead time shall decrease to *** calendar days for orders placed after the initial delivery of Product Antenna Systems hereunder and (iii) Seller agrees to make a good faith, commercially reasonable effort to reduce the lead time during the term of this Agreement. Seller will notify Buyer immediately upon any change in circumstance affecting the ability of Seller to deliver orders. Notwithstanding the foregoing, Seller acknowledges that after the initial *** days of production Buyer has agreed to have available, during any period in which the Product Antenna System is in continuous production, up to *** units of the Product Antenna System in any *** month period upon *** days prior notice (a “Snap Order”). If Buyer receives a Snap Order, Seller will use best efforts to deliver the units requested within the *** day lead time.

3.2. Acknowledgment of Orders . Seller shall notify Buyer of any purchase order Seller reasonably believes is not in conformance with the terms of this Agreement by telephone or facsimile (and promptly confirm in writing) within *** business days after receipt of Buyer's purchase order. Failure of Seller to confirm or respond to Buyer's purchase order within *** business days shall constitute acceptance.

3.3. Minimum Orders . Except as set forth herein and with respect to the failure to meet the Development Deadline, Buyer hereby agrees that it will order the Minimum Order Quantity of Product Antenna Systems within *** months of the date by which Seller obtains Black Label Approval; provided, that, the Minimum Order Quantity shall be reduced on a *** basis for any month in which Seller in unable to deliver the ordered quantity of Product Antenna Systems in such month. For example, if in month one (1) Seller is able to deliver only *** of the *** ordered systems, the Minimum Order Quantity shall decrease by *** . For purposes of the Minimum Order Quantity orders, delivery of such units shall be made within *** months of the date of the applicable order except as the Parties otherwise mutually agree.

3.4. Cancellation . Buyer may cancel without any liability for such purchase order notwithstanding any obligations that otherwise remain in effect pursuant to this Agreement, any purchase order upon written notice to Seller within *** days from the date such purchase order was accepted by Seller. Subject to the terms hereof, Buyer may cancel any other purchase order issued hereunder at any time; provided, however, if Seller incurs liability (as determined by Seller in its reasonable, good faith judgment) as a result of such cancellation because of the materials and work in process costs incurred by Seller (which work in process costs shall include any purchased materials that are dedicated to the cancelled Products to the extent they cannot be returned/restocked at full cost, labor efforts expended to date at Seller’s standard hourly commercial rates, and reasonable termination costs and charges contractually imposed by Seller’s subcontractors) to meet such purchase order(s), and Seller and Buyer cannot reasonably use such materials and work in process within a reasonable time frame, the Parties agree to discuss in good faith a mutually acceptable plan to limit such liability in the future and to compensate Seller for the materials and work in process costs it has incurred as a result of such cancellation or cancellations; provided, that, orders cancelled with respect to the Minimum Order Quantity shall be subject to the payment terms set forth in Section 13.3 hereof.

3.5. Forecasts. Buyer shall provide Seller with a *** month non-binding, forward-looking rolling forecast and update such forecast on a monthly basis. Seller shall use such forecast for internal material planning requirements only. Such forecast does not represent any commitment by Buyer to purchase Products. Further, Seller shall view all forecasts as Confidential Information in accordance with the terms hereof.

3.6. Capacity Constraints . If orders for the Product exceed Seller's capacity, Seller shall allocate available capacity on a basis Seller, in its reasonable discretion, deems equitable; provided, that, Buyer shall be treated on the same basis as Seller’s most favored, similarly situated customer (whether commercial or governmental), based on pending dollar volume of orders. In addition, the Parties shall discuss in good faith a mutually acceptable course of action to rectify such capacity constraint as soon as possible.

4. DELIVERY TERMS

4.1. Delivery Point . All shipments shall be F.O.B. origin (Seller's U.S. shipping dock), and Buyer shall be responsible for all shipping costs (Buyer shall select the applicable carrier). Title and risk of loss shall pass to Buyer upon Seller's tender of delivery to the common carrier or Buyer's designee. In order to secure payment of all amounts owing to Seller under this Agreement, Seller will have, and Buyer hereby grants to Seller, a purchase money security interest in the Products , any other materials that Seller furnishes, and all proceeds of the foregoing. ***

4.2. Shipping . Seller shall not deliver any Products prior to the scheduled delivery date without Buyer's written consent, and Buyer may return early or excess shipments to Seller at Seller's sole risk and expense. Seller may ship partial orders provided Seller notifies Buyer and Buyer agrees prior to shipment. Buyer's purchase order shall specify the carrier or means of transportation or routing, and Seller will comply with Buyer's instructions. Except as otherwise set forth herein, expedited shipping shall be billed to and paid by Buyer. If Buyer fails to provide shipping instructions, Seller shall select the best available carrier, on a commercially reasonable basis. Seller shall accommodate a request to expedite the ship date, if reasonably able to do so.

4.3. Packing Instructions . All Products shall be packaged and prepared for shipment in a manner which (i) follows Buyer's packaging and routing guidelines, a copy of which will be provided to Seller, and includes a certificate of conformity and acceptance test results for each unit, (ii) follows good commercial practice, and (iii) is acceptable to common carriers for shipment. Seller shall mark the outside of each shrink wrapped pallet with the applicable Buyer part numbers and any necessary lifting and handling information. Each shipment shall be accompanied by a packing slip which will include Buyer's part numbers, purchase order number, Seller's part number and the quantity shipped.

4.4. Delivery Schedule . Delivery shall be pursuant to the schedule set forth in Buyer's purchase order or as otherwise agreed upon by the Parties, including the terms of Section 4.5 below, but not to exceed *** months from the order date unless Seller is unable to deliver the quantity of antennas ordered during such period. Seller shall immediately notify Buyer in writing of any anticipated delay in meeting the delivery schedule, stating the reasons for the delay. If Seller's delivery fails to meet the committed delivery schedule, then Seller shall expedite the routing at Seller's expense; however, if Seller's delivery fails to meet the schedule in excess of *** days, then Buyer, at its sole option and without penalty or any additional expense, may (i) require Seller to expedite the routing by the fastest available commercial carrier; (ii) reschedule the delivery; or (iii) cancel the delivery in whole or in part.

4.5. Rescheduling . Buyer and Seller acknowledge and agree that certain orders issued pursuant to this Agreement will be large up-front orders for installation according to a schedule to be determined by Buyer and its customers, which schedule will be subject to change between the date of the order and the date of installation. Except with respect to the *** -month limit in Section 4.4, Buyer shall be entitled to reschedule delivery of Products or quantities of Product scheduled for a particular delivery at any time for a particular purchase order; provided, however, that Buyer may not reschedule delivery of Products beyond *** days from the original delivery date in the applicable purchase order. Buyer and Seller agree to work in good faith to establish order and delivery schedules that maximize the ability to obtain bulk component discounts, match production schedules with delivery schedules, and minimize storage of completed Products due to delay. Following initial production ramp up, Buyer and Seller agree to discuss in good faith modification of this Section 4.5 to establish a “Firm Zone”, “Trade-off Zone” and “Remaining Horizon” forecast, order and delivery model based on the ongoing production needs of Buyer and Seller’s improvements to the lead time for orders.

5. PRICING; PAYMENTS; TAXES

Prices . Subject to the terms hereof, the prices for the Product Antenna System and related components during the Term shall be as set forth in Exhibit D on a per purchase order basis. *** Finally, Buyer agrees to place its first order of Product Antenna Systems by October 14, 2009; provided that Buyer and Seller agree, however, that such initial purchase order shall be expressly conditioned upon Seller obtaining Black Label Approval on or before January 31, 2010. Only if Seller (i) meets the deadline or (ii) misses such deadline and Buyer subsequently chooses not to terminate the Agreement in accordance with its rights set forth in Section 2.1 would the purchase order become effective and be binding on the parties. Notwithstanding anything contrary to this elsewhere in the Agreement, once the first order becomes binding and effective as described in this Section it shall not be subject to cancellation for any reason and delivery may not be extended more than *** days in good faith based upon mutual delivery and installation adjustment between Buyer and its customer(s).

5.1. Invoices . Subject to acceptance of Products as provided in this Agreement, invoices shall be due and payable *** days after the date of actual receipt of the Products by Buyer or Seller's invoice, whichever is later.

5.2. Late Payment . Any payment not made within *** days after it is due shall bear interest at a rate equal to *** percent ( *** %) per month or the highest rate permitted by applicable law, whichever is less, on the unpaid amounts from time to time outstanding from the date on which portions of such amounts became due and owing until payment thereof in full. This clause shall be a non-exclusive remedy for Seller.

5.3 Taxes and Duties . The prices for the Products are exclusive of all applicable sales or use taxes based on laws of the United States and/or the applicable states. Such taxes, when applicable, will appear as separate items on Seller's invoice. All import duties, customs fees or other taxes based on import of materials, components, or other goods into the United States that are used in the manufacture of the Products shall be payable by Seller and shall not impact the pricing set forth in this Agreement unless expressly set forth in this Agreement or on a purchase order.

5.4 ***

5.5 Price Adjustments . Except with respect to the Minimum Order Quantity and contemporaneously ordered Spare Parts for which prices shall be fixed according to this Agreement, ***

6. ACCEPTANCE; QUALITY ASSURANCE

6.1. Buyer Testing . Seller acknowledges that Buyer will conduct periodic testing of Product deliveries, likely by testing sample units within a lot delivery. Should such sample testing reveal a likelihood of more than a minimal number of failures of the Products delivered to comply with the limited warranty set forth in Section 10, Buyer may return the entire Product lot delivered to Buyer pursuant to the warranty return procedures set forth in this Agreement for further testing by Seller. For purposes hereof, a minimum number of failures shall mean one failure in any lot of under *** units and two failures in any lot equal to or greater than *** units, and the units in a lot shall be all units delivered in any *** day period (except where a unit lot is reasonably identifiable and extends beyond a *** day period).

6.2. Inspection Rights . Buyer and its end customers shall have the right to perform vendor qualifications and/or on-site source inspections at Seller's manufacturing facilities and Seller shall reasonably cooperate with Buyer in that regard. If an inspection or test is made on Seller's premises, Seller shall provide Buyer's inspectors with reasonable facilities and assistance at no additional charge. Buyer may conduct such inspections as required. Buyer must provide advance written notice of a desire to conduct an inspection of at least *** days prior to the beginning of such inspection. Such inspection shall be conducted only during normal business hours and in compliance with Seller's reasonable safety and security requirements.

6.3. ISO 9001 Compliant Supplier . Seller represents that it is currently ISO 9001 compliant. Should Seller lose the ISO 9001 registration thereafter, Seller will notify Buyer immediately. Seller will then use commercially reasonable measures to obtain re-registration within *** days. The Parties acknowledge that Seller may subcontract manufacture of Products to a subcontractor.

7. REGULATORY COMPLIANCE

7.1. Requirements . All Products delivered hereunder, shall comply with the regulatory agency requirements to be set forth in the Specifications. The responsibilities for obtaining applicable licensing and qualification shall be as set forth in the Statement of Work, and, notwithstanding the foregoing, the Parties agree to provide any assistance reasonably requested by the other Party in completing the licensing and qualification of the Product Antenna System (separately and in coordination with the other components of the Row 44 Service) with applicable governmental authorities. Notwithstanding the foregoing, Seller shall be responsible for maintaining the appropriate FAA repair certification (i.e. CFR 145 Repair Station Certification) such that Seller can repair the Product pursuant to the warranty terms set forth in this Agreement.

7.2. Responsibility for Export and Import Documentation . Seller shall furnish Buyer or Buyer's designee with the information necessary for Buyer to timely obtain all required export and import documentation, and shall provide reasonably requested assistance to Buyer in completing the same.

7.3. Country of Manufacture . Seller represents and warrants that final assembly of the Product shall be in the United States. Seller shall promptly advise Buyer at least *** days prior to a change in or addition to any manufacturing locations for the key components of the Product.

7.4. Commodity Classification . Seller shall provide Buyer with a copy of the Commodity Classification for the Products or, if this is not available, Seller shall provide Buyer with the ECCN that was used by Seller. In addition, Seller shall advise Buyer as to the License Exception, if applicable, pursuant to which the Product may be exported.

7.5. Export Controls Neither Party will export or re-export, directly or indirectly, the Products or technical data acquired under this Agreement or the software programs or such technical data to any country for which the United States Government or any agency thereof, at the time of export, requires an export license or other governmental approval, without first obtaining such license or approval. Both Parties will cooperate, to effect compliance with all applicable import and/or export regulations. In addition, the Parties agree to comply with all applicable local country import and/or export laws or regulations in the country(ies) of procurement, production and/or end destination of the Product. Both Parties understand that the foregoing obligations are legal requirements and agree that they shall survive any term or termination of this Agreement.

8. PRODUCT CHANGES

8.1. Updates and Product Enhancements . The Parties acknowledge that they intend that the Product will require no updates or product enhancements. Nonetheless, should such bug fixes or similar product updates become available (i.e. Seller creates an update on its own or in connection with a warranty repair), Seller shall offer them to Buyer pursuant to the procedures set forth herein. All software updates made to the Product Software, and applicable to previously purchased Products (i.e. bug fixes and reliability enhancements) shall be provided to Buyer for distribution to its customers. All software/firmware updates generally applicable to all Products shall be provided in a machine-readable format capable of being remotely applied to the Product Antenna Systems of Buyer and its customers.

8.2. Requested Engineering Change . In the event that Buyer finds or becomes aware of a situation which in its opinion necessitates or would benefit from an engineering change in the Product, Buyer shall suggest such proposed engineering change to Seller and Seller and Buyer agree to work with each other in good faith to determine whether such change will be made and if so will work with each other on the implementation of such change. Seller agrees to work with Buyer in good faith to upgrade or alter the Product to changing market requirements. Except as set forth in Section 8.6 below, Seller shall not be required to undertake any engineering change proposed after Black Label Approval unless Seller and Buyer agree on an appropriate allocation of the NRE related to such change.

8.3. Engineering Change Orders . Should Seller materially change, improve, or add any enhancements or updates to the Products at any time, Seller shall provide reasonable prior written notice to Buyer of any such material change, improvement, enhancement or update that affects the form, fit or function of any Product or related product or any changes to Seller's part number for the Product prior to its implementation. Buyer shall respond to the requested changes within *** days or the change will be deemed accepted. Buyer's response time may be reduced by mutual agreement if the change improves safety or reliability.

8.4. Rejection of Change Orders . Buyer shall not unreasonably withhold acceptance of a proposed change; it may however reject a proposed change for good cause, including any requirement to re-qualify or re-license the Product Antenna System with any regulatory body. If Buyer does reject a proposed change, the Parties will discuss in good faith alternatives to such rejection. Upon rejection of any proposed change, Buyer shall be entitled to (i) terminate in whole or in part, any affected Product remaining undelivered under accepted Releases or require delivery by Seller of some or all of such unchanged Product and (ii) place a last-time purchase for the unchanged Product for delivery in amounts requested by Buyer over a *** -month period following such implementation.

8.5. Unauthorized Changes . If a Seller-engineering change order is implemented without the written approval of Buyer, Seller shall be liable for repair and/or rework of all Product affected, including, but not limited to, product in transit, product in finished goods inventory, and any product located with a reseller or at an end user location.

8.6. Required Changes; Safety Issues . Seller shall concurrently notify Buyer if Seller issues an FAA safety bulletin or similar notice regarding the Product Antenna System. Upon such occurrence, Seller and Buyer agree to work in good faith and devote their most senior engineering and support resources to diagnose and remedy the safety risk. In the event any applicable governmental body requires, pursuant to applicable law, a change to the Product Antenna System to maintain compliance with the safety or similar rules and regulations of such body, Seller (at its expense) will promptly devote the appropriate engineering and support resources to implement the necessary engineering changes to the Product Antenna System to maintain compliance with such governmental authority.

9. LICENSE GRANTS; OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

9.1. Intellectual Property Rights Ownership . As between Buyer and Seller, Seller shall be the exclusive owner of all inventions, technology, designs, works of authorship, mask works, technical information, computer software, and other information conceived, developed or otherwise generated in the performance of this Agreement by Seller. For the avoidance of doubt, Seller shall have no claim to the intellectual property contained in the RF Subsystem Specification of Buyer, which shall remain exclusively owned by Buyer as between Buyer and Seller. Subject to the terms and conditions of this Agreement, Seller grants to Buyer a license to offer to sell and sell the Product directly to its end-use customers.

9.2. Product Software License . Subject to the terms and conditions of this Agreement, Seller grants to Buyer during the term of this Agreement a nonexclusive, nontransferable, royalty-free license to distribute through Buyer's sales channels any Product Software incorporated or embedded in the Products solely as incorporated in firmware format therein, and to permit end users of the Products to use the Product Software solely as incorporated in the Products, subject in each instance to an enforceable end user license with terms and conditions no less protective of Seller's proprietary interests in such Product Software as set forth in this Agreement. To the extent permissible by applicable law, Buyer shall not reverse compile, reverse engineer or otherwise disassemble the Product Software; provided, that Seller will provide a machine readable copy of the object code and source code of such Product for use in Buyer’s integration activities and for maintenance of the Product Antenna System as part of Buyer’s Service. To the extent permissible by applicable law, no rights to copy, prepare derivative works or to publicly perform or display any Product Software are granted to Buyer or end users hereunder. Any rights to or under Seller's Intellectual Property Rights, Seller Technology or Seller Software not expressly granted in this Agreement are expressly reserved. Seller agrees to submit to a mutually agreeable escrow company a complete copy of the source code for all Product Software, which escrow shall be subject to mutually agreeable terms of release based on the requirements of customers of Buyer to have access to such software code in the event Buyer ceases operations and Seller is unwilling or unable to provide support for the Product Antenna System.

9.3. Intellectual Property Markings . Buyer and Seller shall work in good faith on reasonable (i) marking of the Product and accompanying packaging and documentation with a notice reflecting Seller's ownership of the Seller Technology and (ii) provision for Buyer’s own part number label information on each Product.

9.4. Trademarks . Subject to the terms and conditions set forth in the Agreement and solely for the purposes hereof, Buyer will have a non-transferable, non-exclusive license, without right of sublicense, to place the Seller trademarks and logos (" Marks ") on documentation and packaging as required. Such Marks shall be prominent and the placement and sizing shall be subject to mutual agreement of the Parties. In no event may Buyer alter or remove any Marks unless such removal is approved in advance in writing by Seller. Except for the right to use the Marks as set forth herein, nothing contained in this Agreement shall be construed to grant Buyer any right, title or interest in or to the Marks. Buyer acknowledges Seller's exclusive ownership of the Marks. Buyer agrees not to take any action inconsistent with such ownership and further agrees to take, at Seller's reasonable expense, any action which Seller reasonably requests to establish and preserve Seller's exclusive rights in and to its Marks. Buyer shall not adopt, use or attempt to register any trademarks or trade names that are confusingly similar to the Marks or in such a way as to create combination marks with the Marks. Buyer shall promptly provide Seller with samples of all materials that use the Marks for Seller's quality control purposes. If, in Seller's reasonable discretion Buyer's use of the Marks does not meet Seller's then-current trademark usage policy, Seller may, at its option, require Buyer to revise such material and re-submit it under this Section prior to shipment, display, or release of further Products or materials bearing or containing such Mark. If requested by Buyer, Seller agrees to display Buyer’s trademarks and logo on the product packaging for the Product Antenna System, and Buyer grants seller a non-transferable, non-exclusive license, without right to sublicense, to place such Buyer trademarks and logos on such packaging.

9.5. Documentation License . Subject to the terms and conditions of this Agreement, Seller hereby grants Buyer, a nonexclusive, nontransferable, worldwide, fully-paid and royalty-free license to use, reproduce, modify, create derivative works based on, support, demonstrate and distribute through single or multiple tiers of distribution all end user documentation, including all subsequent updates or enhancements thereto or replacements therefore, delivered as part of or together with the Products or otherwise provided under this Agreement. Any modifications or derivative works are subject to Seller's technical approval prior to demonstration or distribution.

10. WARRANTY

10.1. Limited Warranty . Seller warrants that all Products (including associated firmware) sold by Seller under the terms of this Agreement, for a period of *** from delivery will be (a) free from defects in workmanship and materials and (b) conform to the Specifications under normal use and service. If any Product or part thereof contains a material defect in materials or workmanship, or otherwise fails to conform to the Specifications, during the warranty period, Seller shall at its expense correct any such defect by repairing such defective Product or part or, at Seller's option, by delivering to Buyer an equivalent Product or part replacing such defective Product or part. Seller shall process warranty claims made pursuant to this Agreement according to the following schedule, commencing from receipt of the applicable component by Seller, (i) deliver a report regarding the warranty claim in a form mutually agreed upon by Buyer and Seller within *** days, (ii) repair the applicable component within *** days, and (iii) if necessary, refurbish the applicable component within *** days. Seller shall waive any expedite charges to Buyer in order to effect earliest reasonable replacement of such defective Products. Seller acknowledges and agrees that the above warranty shall be transferable to customers of Buyer. Seller, in the exercise of its reasonable discretion, shall determine whether a Product has failed to conform to the above warranty, unless such determination is disputed by Buyer. In such case, Buyer and Seller agree to meet and confer in good faith to discuss the appropriate evaluation of such Product, and, if the parties are unable to agree following such meeting, agree to appoint a third party to make the determination as to the cause of the alleged defect. Warranty return shipments shall be the same as the process for shipments of new Products, as set forth elsewhere in this Agreement.

10.2. Return of Products . Buyer will promptly notify Seller in writing of any nonconforming Product or line replaceable component thereof. Such notification shall include the applicable serial numbers for the Product and/or component thereof and reason for nonconformance. Seller acknowledges and agrees that with respect to Products sold by Buyer to its customers, Seller agrees to accept returns from such customer of Buyer, and, if requested by such customer, cooperate with Buyer or such customer in establishing reasonable protocols for repair and return of the Product in accordance with such customer’s reasonable practices. ***

10.3. Disclaimer . EXCEPT AS EXPRESSLY STATED HEREIN, SELLER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND WITH RESPECT TO THE PRODUCTS. SELLER DISCLAIMS AND DOES NOT OFFER ANY REPRESENTATION OR WARRANTY THAT PERFORMANCE OR USE OF THE PRODUCTS WILL NOT BE AFFECTED BY OTHER SYSTEMS, EQUIPMENT OR DEVICES OF THAT THE PRODUCTS WILL NOT INTERFERE WITH THE USE OR PERFORMANCE OF OTHER SYSTEMS, EQUIPMENT OR DEVICES. THE FOREGOING WARRANTIES, TERMS OR CONDITIONS ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, TERMS OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OF OTHERWISE, INCLUDING WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BUYER EXPRESSLY ACKNOWLEDGES THAT SELLER HAS DESIGNED THE PRODUCTS SOLELY TO MEET THE SPECIFICATIONS AND THAT BUYER OR ITS CUSTOMERS SHALL BE RESPONSIBLE FOR TESTING THE PRODUCTS IN ORDER TO DETERMINE THAT THE PRODUCTS WILL NOT RECEIVE INTERFERENCE FROM OTHER SYSTEMS, EQUIPMENT OR DEVICES OR CAUSE INTERFERENCE WITH OTHER SYSTEMS, EQUIPMENT OR DEVICES. THE PRODUCTS ARE NOT WARRANTED AGAINST, AND BUYER SHALL NOT BE LIABLE FOR, INJURIES, DAMAGES OR LOSSES OF ANY KIND SUSTAINED AS A RESULT OF USES FOR WHICH THIS PRODUCT WAS NOT DESIGNED, INTENDED OR TESTED BY BUYER OR THE FAILURE TO USE THE PRODUCTS IN ACCORDANCE WITH ALL INSTRUCTIONS, AND ALL APPLICABLE SAFETY, REGULATORY AND INDUSTRY SAFETY STANDARDS OR THEIR EQUIVALENT.

10.4. Warranty Exclusions . SELLER SHALL NOT BE LIABLE UNDER ANY WARRANTY OR OTHER OBLIGATION IF THE ALLEGED DEFECT IN THE PRODUCT DOES NOT EXIST OR THE DEFECT OR DEFECTIVE PERFORMANCE WAS CAUSED IN WHOLE OR IN PART BY BUYER'S OR ITS CUSTOMERS (OR ANY THIRD PARTY’S) MISUSE, NEGLECT, IMPROPER INSTALLATION OR TESTING, UNAUTHORIZED ATTEMPTS TO REPAIR, OR BY ACCIDENT, FIRE, LIGHTNING OR OTHER HAZARD OUTSIDE SELLER’S CONTROL.

10.5. Warranty Reports . During the Term, upon Buyer’s request, Seller will provide Buyer a report of all warranty claims received by Seller from Buyer and customers of Buyer during the period since the last such report, which report will reasonably identify the applicable Product Antenna System, describe the nature of the failure (or claimed failure) and the corrective action take by Seller to resolve such claim.

10.6. Latent Defects . In the event more than the Threshold Number (as defined below) of Product Antenna Systems fail under the warranty terms hereof due a common cause or reasonably related causes (or Seller, in its reasonable discretion, determines a failure in less than the Threshold Number of Product Antenna Systems is generally applicable to other Product Antenna Systems), Seller will (i) assign a senior engineering and management team to determine the root cause of such failure (if not previously determined), (ii) work in good faith with Buyer (and, as requested by Buyer, customers of Buyer) to establish a procedure to remedy all affected Product Antenna Systems and (iii), notwithstanding the normal warranty procedures set forth herein, use commercially reasonable efforts to expedite implementation of such remedy on all affected Product Antenna Systems in service and shipped within the previous *** years. As used herein, “ Threshold Number ” shall mean *** Product Antenna Systems with respect to the Minimum Order Quantity, and thereafter *** percent of the purchased Products inclusive of the Minimum Order Quantity (i.e., the Threshold Number would be *** for the first *** Products purchased pursuant to this Agreement).

10.7. Part Identification . In order to allow warranty coverage for line replaceable components of the Product Antenna System, Seller agrees to establish a part identification and tracking system for such line replaceable units such that Buyer or a customer of Buyer may submit such line replaceable unit for warranty repair without the remainder of the Product Antenna System.

10.8. Spare Part Provisioning . Seller and Buyer agree to work in good faith to establish, as soon as possible after the Effective Date, spare part provisioning recommendations for the Product Antenna Systems (and the line replaceable unit components thereof), and, as necessary, update such recommendations during the Term of this Agreement based on the warranty reports set forth above.

10.9. End of Life . Buyer reserves the right to discontinue manufacturing and providing support for the Products in this Agreement at any time beginning no earlier than *** years after the termination or expiration of the Agreement.

11. INDEMNIFICATION; INSURANCE; LIMITS ON LIABILITY

11.1. Seller’s IP Infringement Indemnity . Seller shall indemnify, defend and hold Buyer and Buyer’s customers that purchase the Product Antenna System (together, the “ IP Indemnitee ” or “IP Indemnitees” as applicable) harmless from and against any and all liabilities, losses, damages, fees, costs and expenses, including without limitation reasonable attorneys' fees, incurred by the IP Indemnitee resulting from a third Party claim, suit, action or proceeding (a " Claim ") alleging that the Product infringes a third Party U.S. patent or copyright or misappropriates any third Party's trade secrets; provided that IP Indemnitee (i) promptly notifies Seller in writing of such Claim; (ii) provides Seller sole control of the defense or settlement of such Claim; and (iii) provides Seller assistance at Seller's request and reasonable expense. Buyer (but no other IP Indemnitee) may participate in the defense or settlement of the Claim at its own expense. If a final injunction is obtained against an IP Indemnitee for sale or use of the Product, or if Seller reasonably believes that such injunction is likely, Seller will, at its option and its expense, either (i) procure for IP Indemnitee the right to continue selling and/or using such Product as is applicable, or the infringing portions of the Seller Technology, or (ii) modify the Product so that it becomes non-infringing. If in Seller's reasonable discretion either of the above is not commercially reasonable, Buyer shall promptly cease selling Products, and Buyer agrees to include in its contracts with its customers a corresponding provision requiring such customers to stop using the Products, as applicable, and Seller shall refund to Buyer an amount equal to the amount paid by Buyer for the infringing Product units (Buyer will transfer the appropriate, corresponding amounts, through to its customer). Seller will have no liability or obligation to indemnify for any claim arising from (i) the combination of the Product with Buyer or third Party materials or intellectual property, unless, and only to the extent that, it is determined by a court of competent jurisdiction that the Product is the infringing element of such Claim; (ii) the modification or translation of the Product or any portion of the Seller Technology; or (iii) any Improvements created by a Party other than Seller.

11.2 General Indemnities.

(a) Buyer shall indemnify, defend and hold Seller harmless from and against any and all liabilities, losses damages, fees, costs and expenses, including without limitation reasonable attorneys’ fees, incurred by Seller resulting from Buyer’s or Buyer’s customers’ (including any third party end-users of such customers) normal use and service of the Products up to a maximum aggregate amount of twenty million dollars ($20,000,000); provided, however, that Buyer shall not be responsible for indemnifying Seller from and against Claims that the Products contained defects in workmanship and materials, Claims that the Products did not conform to the Specifications under normal use and service, or Claims covered by 11.2(b).

(b) Seller shall indemnify, defend and hold Buyer harmless from and against any and all liabilities, losses, damages, fees, costs and expenses, including without limitation reasonable attorneys’ fees, incurred by Buyer resulting from any personal injury or property damages Claims brought against Buyer in connection with Buyer’s or Buyer’s customers normal use and service of the Products up to a maximum aggregate amount of twenty million dollars ($20,000,000).

11.3 Intentionally omitted.

11.4 Entire Liability . This Section 11 states the entire liability and obligations of each Party and the exclusive remedy of each Party with respect to any alleged Intellectual Property Rights infringement or misappropriation by the Product, or any other breach of this Agreement.

11.5 Limitation of Liability . EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER AND LIABILITY ARISING FROM DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, IN NO EVENT, WHETHER BASED IN CONTRACT OR TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES OF ANY KIND OR FOR LOSS OF PROFITS OR REVENUE OR LOSS OF BUSINESS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH THEREOF, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

IN ADDITION, IN NO EVENT SHALL EITHER PARTY’S LIABILITY TO THE OTHER HEREUNDER EXCEED THE AMOUNTS PAID (WITH RESPECT TO SELLER’S LIABILITY) AND OWED (WITH RESPECT TO BUYER’S LIABILITY) FOR THE PRODUCTS IN QUESTION.

A CAUSE OF ACTION FOR RECOVERY FOR AN ALLEGED BREACH UNDER THIS AGREEMENT MUST BE MADE WITHIN TWELVE (12) MONTHS AFTER DISCOVERY OF THE BASIS OF THE ALLEGED BREACH. Each Party acknowledges and agrees that the foregoing limitations on liability are essential elements of the basis of the bargain between the Parties and that in the absence of such limitations the material and economic terms of this Agreement would be substantially different.

12. CONFIDENTIALITY

12.1. Confidential Information . Information that is transmitted by one Party to the other in connection with the performance or implementation of this Agreement and, if in written form, is marked "confidential" or with a similar legend by the disclosing Party before being furnished to the other, or if disclosed orally or visually is identified as such prior to disclosure and summarized, in writing, by the disclosing Party to the receiving Party within *** days thereof shall be deemed to be confidential information of the disclosing Party. Each Party agrees that it shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such confidential information to third parties. The confidential information may be disclosed only to employees, contractors or representatives of a recipient with a "need to know" who are instructed and agree not to disclose the confidential information and not to use the confidential information for any purpose, except as set forth herein. Recipient shall have appropriate written agreements (or obligations under law) with any such employees, contractors or representatives sufficient to allow the recipient to comply with the provisions of this Agreement. Each of the Parties further agrees to make no use of such confidential information except as expressly permitted by this Agreement. Notwithstanding the foregoing, the Parties acknowledge and agree that certain confidential information of each Party will be required to be disclosed to applicable governmental agencies in order to obtain the right and license to use the Product for its intended use. Each Party acknowledges and agrees that such submissions of a Party’s confidential information are permitted hereunder; provided, that, (i) the disclosing Party must reasonably believe the applicable information is required to be disclosed pursuant to the requirements of such governmental organization, and, (ii) if available, the disclosing Party will request from such governmental organization that such information remain confidential for the maximum period of time available under the rules and regulations of such governmental organization.

12.2. Exceptions . The confidential information of a Party shall not include and the foregoing obligation shall not apply to data or information which: (i) was in the public domain at the time it was disclosed or falls within the public domain, except through the fault of the receiving Party; (ii) was known to the receiving Party at the time of disclosure without an obligation of confidentiality; (iii) was disclosed after written approval of the disclosing Party; (iv) becomes known to the receiving Party from a third party source unrelated to the disclosing Party without any obligation of confidentiality; (v) is furnished to a third Party by the disclosing Party without an obligation of confidentiality; or (vi) was independently developed by the receiving Party without the benefit of confidential information received from the disclosing Party. Nothing in this Agreement shall prevent the receiving Party from disclosing confidential information to the extent the receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the receiving Party shall (a) assert the confidential nature of the confidential information to the agency; (b) immediately notify the disclosing Party in writing of the agency's order or request to disclose; and (c) cooperate fully with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

12.3. Return of Documentation and Confidential Information . Upon any termination of this Agreement, each Party shall immediately return to the other Party all documentation, confidential information and any other tangible items in its possession or under its control evidencing the know-how of the other Party.

13. TERM AND TERMINATION

13.1. Term . This Agreement shall commence on the Effective Date and shall continue for ten (10) years thereafter (the “ Initial Term ”), unless (i) otherwise specified herein, (ii) unless there have been no orders for Products pursuant to this Agreement for a period of twelve (12) months after the end of the Exclusivity Period, or (iii) unless terminated sooner under the provisions set forth herein. Thereafter, this Agreement shall automatically be renewed for successive one (1) year terms (each a “ Renewal Term ” and collectively with the Initial Term, the “ Term ”), unless one Party requests in writing at least *** days prior to the expiration of the then current term that this Agreement not be so renewed.

13.2. Termination For Cause . Either Party shall have the right to terminate this Agreement for cause as a result of:

13.2.1. The failure of the other Party to perform any material term or condition of this Agreement and to remedy such failure within *** days after written notice of such failure given by the non-defaulting Party; or

13.2.2. The filing by or against the other Party of a petition for liquidation under the U.S. Bankruptcy Code or corresponding laws or procedures of any applicable jurisdiction; or

13.2.3. The filing by or against the other Party of any other proceeding concerning bankruptcy, insolvency, dissolution, cessation of operations, or the like by the other Party. If such proceeding is involuntary and is contested in good faith, this Agreement shall terminate only after the passage of one hundred twenty (120) days without the dismissal of such proceedings; or

13.2.4. The voluntary or involuntary execution upon; the assignment or conveyance to a liquidating agent, trustee, mortgages or assignee of whatever description; or the making of any judicial levy against a substantial percentage of the other Party's assets, for the benefit of its creditors; or

13.2.5. The appointment of a receiver, keeper, liquidator or custodian of whatever sort of description, for all or a substantial portion of the other Party's assets; or

13.2.6. The termination, dissolution, insolvency or failure in business of the other Party, the distribution of a substantial portion of its assets, or its cessation to continue all or substantially all of its business affairs related to the activities under this Agreement.

13.3. Payment . The termination or expiration of this Agreement shall in no way relieve either Party from its obligations to pay the other any sums accrued hereunder prior to such termination or expiration. In addition, in the event Buyer terminates this Agreement without cause or Seller terminates this Agreement for cause, Buyer shall pay Seller (i) all outstanding and undisputed invoices for Products already delivered and accepted by Buyer, (ii) an amount equal to the purchase price per Product Antenna System for the number of Product Antenna Systems constituting the Minimum Order Quantity minus the number of Product Antenna Systems ordered and paid for by Buyer prior to the date of termination and (iii), to the extent not included in (i) or (ii) above, the costs for items in the process of manufacture, inspection, or test based on the state of completion of such items by Seller and according to the cancellation procedures set forth in Section 3.5.

13.4. Survival . Sections 5, 7, 8, 9, 10, 11, 12, and 14 shall survive any termination or expiration of the Agreement.

14. GENERAL

14.1. Federal Acquisition Regulations . In furnishing the Products hereunder, Seller agrees to comply with all applicable Federal Acquisition Regulations and related laws, rules, regulations and executive orders in connection with its activities under this Agreement, including, without limitation, the following FAR clauses: 52.222-26 - Equal Opportunity, 52.222-35 - Affirmative Action for Special Disabled and Vietnam Era Veterans and 52.222-36 - Affirmative Action for Handicapped Workers. The Product is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (Oct 1995), as such terms are used in 48 C.F.R. 12.212 (Sep 1995) and will be provided to the U.S. Government only as a commercial end item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (Jun 1995), all U.S. Government end users acquire the Product Software incorporated in the Product with only those rights set forth herein.

14.2. Insurance . Seller represents and warrants that during the Term and for a period of *** months after the last purchase by a customer of Products from Seller, it (or its parent company Smiths Group plc) will obtain and maintain, at its expense, product liability and aircraft grounding insurance covering Products to the extent any damages that are caused by normal operation and use of such Products. The insurance will be in an amount not less than *** per occurrence and not less than *** in the annual aggregate, will have no deductibles, will have a waiver of subrogation provision, and will contain such exclusions and be issued by such insurers as Buyer shall approve in writing, such approval not to be unreasonably withheld. The insurance will be occurrence-based (as opposed to claims made), will include Buyer as a named insured without liability for premiums, and will provide for at least *** days' prior written notice to Buyer of cancellation or non-renewal and of any material change in the coverage. On execution of this Agreement and on each anniversary of the date of this Agreement (including the *** -month period following termination of the license), and at any time on request by Buyer, Seller will furnish Buyer with certificates issued by the insurer or by a licensed insurance broker confirming that insurance coverage required by this Agreement is maintained and in full force and effect.

14.3. Publicity . Neither party shall disclose to the general public, advertise, or publish the existence or the terms or conditions of this Agreement, financial or otherwise, without the prior written consent of the other.

14.4. Relationship of The Parties . Each of the Parties shall at all times during the term of this Agreement act as, and shall represent itself to be, an independent contractor, and not an agent or employee of the other.

14.5. Entire Agreement . This Agreement and Exhibits hereto are intended as the complete, final and exclusive statement of the terms of the agreement between the Parties regarding the subject matter hereof and supersedes any and all other prior or contemporaneous agreements or understandings, whether written or oral, between them relating to the subject matter hereof. This Agreement may not be modified except in writing executed by both Parties. The terms and conditions of this Agreement shall prevail notwithstanding any conflict with the terms and conditions of any purchase order, acknowledgment or other instrument submitted by Buyer or Seller.

14.6. Force Majeure . Neither Party shall be liable to the other for any alleged loss or damages resulting from failure to perform due to acts of God, natural disasters, acts of civil or military authority, government priorities, fire, floods, epidemics, quarantine, energy crises, war or riots. Each Party shall promptly notify the other Party of such event. If Seller is unable to deliver in accordance with agreed delivery schedule, Buyer may either (i) extend the time of performance and, with Seller’s consent, make an equitable adjustment to the price to reflect the diminished value of the Products to Buyer (including taking into account penalties from customers of Buyer for failure to deliver units on schedule), or (ii) if (i) is not reasonably available, cancel the uncompleted portion of the purchase order at no cost to Buyer.

14.7. Notices . Except for purchase orders and acknowledgments which may be sent by normal carrier, all notices and communications hereunder are required to be sent to the address or facsimile number stated below (or such other address or facsimile number as subsequently notified in writing to the other Party): (i) by facsimile with confirmation of transmission, (ii) personal same or next day delivery or (iii) sent by commercial overnight courier with written verification of delivery. All notices so given shall be deemed given upon the earlier of receipt or three (3) days after dispatch. Any notices sent to Buyer and/or Seller hereunder should be sent to:

14.8. Waiver . A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. The exercise of any right or remedy provided in this Agreement shall be without prejudice to the right to exercise any other right or remedy provided by law or equity, except as expressly limited by this Agreement.

14.9. Severability . In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired.

14.10. Press Release . Neither Party shall issue any press release announcing this transaction without the consent of the other Party.

14.11. Assignment . Neither Party may assign or transfer this Agreement, whether in whole or part, or any of its rights or obligations under this Agreement without the prior written consent of the other, except that either Party may transfer all its rights and obligations to a successor in interest upon a merger, reorganization, change of control, acquisition or sale of all or substantially all its assets. Any attempted assignment without such written consent shall be null and void.

14.12. Photocopy Of Original . Neither Party shall object to the use of a photocopy of the original of this Agreement for the purpose of making any required or allowed public filings.

14.13. Disclaimer of Third Party Beneficiaries . Other than with respect to (a) the transferable Product warranties for commercial airline customers of Buyer and (b) indemnification that runs expressly to customers of the Buyer, this Agreement is for the benefit of the parties to the Agreement and is not for the benefit of any third party.

14.14. Governing Law . THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND ALL DISPUTES HEREUNDER SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF CALIFORNIA, EXCEPT ITS CONFLICT OF LAW RULES. THE PARTIES HEREBY AGREE THAT THE SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR LOS ANGELES COUNTY AND/OR THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA SHALL HAVE JURISDICTION AND VENUE OVER ANY CONTROVERSIES, PROCEEDINGS, OR DISPUTES IN CONNECTION WITH THIS AGREEMENT. THE PARTIES EXCLUDE IN ITS ENTIRETY THE APPLICATION TO THIS AGREEMENT OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.

14.15. Attorney’s Fees . In any action to enforce this Agreement, the prevailing Party shall be awarded all arbitration costs or courts costs and reasonable attorneys' fees incurred, including such costs and attorneys' fees incurred in enforcing and collecting any judgment.

14.16. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

14.17. Choice of Language . The original of this Agreement has been written in English and the governing language of this Agreement shall be English.

14.18. ***

14.19. Hiring . Except as may be limited by applicable law, during the term of this Agreement and for a period of *** year thereafter, each Party agrees not to solicit for employment or hire any technical or professional employees of the other Party assigned to work on this Agreement or any resultant contract without the prior written consent of the other Party. This paragraph does not restrict in any way the right of either Party to solicit generally in the media for required personnel, and hiring personnel (not assigned to work on this Agreement or related contracts) pursuant to public solicitation shall not constitute a breach of this paragraph. Furthermore, this paragraph does not restrict employees of either Party from pursuing on their own initiative, employment opportunities with the other Party.

14.20. Representations and Warranties of the Parties . Each party to this Agreement represents and warrants to the other that by signing this Agreement and performing the obligations contemplated hereunder, it is not breaching any existing contract or agreement with, or obligation to, any third party. Buyer further represents and acknowledges that Buyer’s entry into this Agreement is not attributable to, and Seller did not, induce or influence Buyer to breach any existing contract or agreement with, or obligation to, any third party.

(Remainder of Page Left Blank; Signature Page Follows)

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives effective as of the Effective Date.

(Signature Page to OEM Purchase and Development Agreement)

Exhibit A-1

***

Exhibit A-2

Product Antenna System Specifications

Exhibit B

Statement of Work

***

^*** Confidential treatment requested.

Exhibit C

Black Label Approval

This is the path for Black Label certification:

***

^*** Confidential treatment requested.

Exhibit D

***

^*** Confidential treatment requested.

FIRST AMENDMENT TO
OEM PURCHASE AND DEVELOPMENT AGREEMENT BETWEEN

TECOM Industries, Inc.

And

Row 44, Inc.

          THIS FIRST AMENDMENT TO OEM PURCHASE AND DEVELOPMENT AGREEMENT (this “First Amendment” ) is entered into as of December 19, 2011 between TECOM Industries, Inc. ( “Seller” or “TECOM” ), a California corporation located at 375 Conejo Ridge Avenue, Thousand Oaks, California 91361, and Row 44, Inc. ( “Buyer” or “Row 44” ), a Delaware corporation located at 4353 Park Terrace Drive, Westlake Village, California 91361 (hereinafter, each a “Party” and collectively, the “Parties” ) and amends that certain OEM Purchase and Development Agreement (the “Original Agreement” and together with the First Amendment, the “Agreement” ). This First Amendment modifies the Original Agreement only as expressly stated below. Except as modified by this First Amendment, all of the terms and conditions contained in the Original Agreement are and will remain in full force and effect. Capitalized terms used but not defined in this First Amendment will have the same meanings as defined for such terms in the Original Agreement. In the event of any conflict of terms, this First Amendment will solely and exclusively control.

RECITALS

A.          On or about October 12, 2009, TECOM and Row 44 entered into the Original Agreement relating to the development and purchase of Product Antenna Systems.

B.          Pursuant to Section 4.1 of the Original Agreement, Row 44 granted to TECOM a purchase money security interest in the Products, any other materials that TECOM furnishes, and all proceeds of the foregoing.

C.          Certain disputes have since arisen between TECOM and Row 44 regarding the performance of the Original Agreement, including disputes regarding (i) non-payment by Row 44 for Product delivered by TECOM to Row 44, and (ii) ***. As of November 26, 2011, all outstanding amounts due and owing from Row 44 to TECOM is *** (not including interest for late payments) (the “ Outstanding Amount ”).

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D.          Without any admission of fault or liability whatsoever, the Parties enter into this First Amendment to settle certain disputes that have arisen between the Parties and to amend the terms of the Original Agreement by this First Amendment.

AGREEMENT

1.           Row 44 Outstanding Amount Payments to TECOM . Row 44 shall make payments to TECOM for *** according to the following terms and schedule:

1.1          Row 44 shall make a payment to TECOM in the amount of ***, by no later than 2:00 p.m. Pacific Standard Time, on the Effective Date. This payment shall be made by wire transfer to the following account:

Account name: TECOM Industries, Inc.

Bank Name: JP Morgan Chase Bank          

City/State: New York, NY

Account Number: ***

Routing Number: ***

1.2          ***

1.3          ***

1.4          ***

i.          ***

ii.         ***

iii.        ***

iv.        ***

v.         ***

vi.        ***

vii.       ***

viii.      ***

ix.        ***

^*** Confidential treatment requested.

1.5          Any payment of any amount due on the Outstanding Amount pursuant to the terms hereof not made within *** business days after it is due shall be considered a material breach of this Agreement and shall bear interest at a rate equal to *** percent (***) per month or the highest rate permitted by applicable law, whichever is less, on the unpaid amounts from time to time outstanding from the date on which portions of such amounts became due and owing until payment thereof in full. In addition, if any payment of any amount due on the Outstanding Amount pursuant to the terms hereof is not made when due, then any and all amounts due and owing under this First Amendment or the Original Agreement shall become immediately due and payable if not cured within the ***-business-day period, and TECOM shall have the right to cease shipment of any Products ordered by Row 44 as of such due date, to reject any additional orders of Products made by Row 44 after such due date (without breach by TECOM of any of its obligations, including without limitation to ship and deliver Products on a timely basis), and to pursue all other rights and remedies TECOM may have under the Agreement or otherwise. This clause shall be a non-exclusive remedy for TECOM.

1.6          Row 44’s payment obligations, and TECOM’s rights with respect to those obligations, shall survive notwithstanding the expiration or termination of the Agreement and irrespective of the Parties’ performance or non-performance of the Agreement.

2.           Credit Limits . ***

3.           Interest . If Row 44 timely makes all payments described in Sections 1.1, 1.2, 1.3, 1.4 above and Section 4 below when due or within *** business days after it is due, then TECOM agrees to waive its entitlement to all interest accrued on the Outstanding Amount. For the avoidance of doubt, the waiver contemplated by this Section shall be of no force and effect unless and until Row 44 timely makes all such payments. Should Row 44 fail to timely make any of such payments, all interest accrued on the Outstanding Amount (as calculated from the date on which the Outstanding Amount (or portion thereof) originally became due and owing) will immediately become due and payable to TECOM and interest on the Outstanding Amount will continue to accrue at the rate set forth in Section 5.2 of the Original Agreement until payment thereof in full. In addition, if TECOM, by judgment, agreement or otherwise, is required to disgorge any payments described in Sections 1.1, 1.2, 1.3, 1.4 above and Section 4 below, pursuant to actions under chapter 5 of title 11 of the United States Code or other applicable law, then the payments shall be deemed to have not been made pursuant to this First Agreement, the waiver shall be of no force and effect, and TECOM shall have retained its rights to pursue interest accrued on the Outstanding Amount as set forth herein.

4.           Invoices Going Forward . For all shipments and deliveries on or after November 26, 2011, invoices shall be due and payable in accordance with Section 5.1 of the Agreement provided, however, that, if *** and within the applicable payment period, the entire amount due for such Product Antenna System shall be payable on the later of (i) *** days after *** during such *** day period) and (ii) the payment period set forth in the Agreement.

5.           Security Interest .

5.1          Section 4.1 of the Original Agreement is hereby amended and restated as follows, provided, however, that, if and when the Outstanding Amount is paid in full, the amended and restated provision set forth immediately below shall immediately revert to the language of Section 4.1 set forth in the Original Agreement:

“4.1 Delivery Point . All shipments shall be F.O.B. origin (Seller’s U.S. shipping dock), and Buyer shall be responsible for all shipping costs (Buyer shall select the applicable carrier). Title and risk of loss shall pass to Buyer upon Seller’s tender of delivery to the common carrier or Buyer’s designee. In order to secure payment of *** of each invoiced amount owing by Buyer to Seller, from time to time, whether under this Agreement or under separate purchase orders or otherwise in each case arising after the Effective Date of the First Amendment hereto (the “ Secured Obligations ”) and subject to the terms of the Intercreditor Agreement (as defined below), Seller will have, and Buyer hereby grants to Seller, a purchase money security interest in (i) all of Buyer’s right, title and interest in the Products relating to such invoices (in each case, wherever located, and whether or not existing or hereafter arising), and all proceeds of the foregoing (everything in this subsection (i), the “ Products Collateral ” ), (ii) all of Buyer’s right, title and interest in all accounts and other rights to payment generated by the sale, transfer, or other disposition of the Products Collateral, and all proceeds and products thereof and accessions thereto (wherever located, and whether now existing or hereafter arising ) (everything in this subsection (ii), the “ Accounts Receivable ” ), and (iii) all of Buyer’s right, title, and interest in the deposit account described in the lockbox agreement to be established pursuant to Section 5.2 of the First Amendment (the “ Lockbox Account ” ), and all proceeds and products thereof and accessions thereto (wherever located, and whether now existing or hereafter arising), to the extent that Seller is entitled thereto pursuant to the Intercreditor Agreement (everything in this subsection (iii), the “ Lockbox Funds ” ). Everything upon which Seller has a lien pursuant to this Section is referred to herein as the “ Collateral ” . Buyer will execute and deliver to Seller any documentation required to perfect and/or maintain Seller’s security interest, including reasonably acceptable account control agreements and/or lockbox agreements. Buyer hereby authorizes Seller to sign and file any such documentation on its behalf or to file such documentation without its signature and to provide such notice to the holders of conflicting security interests as may be necessary to establish the priority of such lien. The security interest granted pursuant to this Section 4.1 is subject to the Intercreditor Agreement, dated as of [__________], (the “Intercreditor Agreement”) among Buyer, Seller and PAR Investment Partners, L.P., as collateral agent (the “Collateral Agent”). Seller hereby agrees that it shall have no Lien securing amounts due to Seller and accruing prior to the date of this First Amendment, and hereby releases any lien or security interest under the Original Agreement to the extent securing any such amounts.”.

5.2          Until such time as the Outstanding Amount is paid in full by Row 44, TECOM hereby agrees that, pursuant to the Intercreditor Agreement and a Lockbox Agreement implementing the Lockbox Account described above, the Collateral Agent and TECOM will agree to waterfall, intercreditor and lockbox arrangements satisfactory to the Collateral Agent and TECOM in their sole discretion.

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5.3          ***

5.4          Row 44 shall not settle or compromise any dispute with any end user regarding an Account Receivable without the prior written consent of TECOM and, should the Parties not agree on a settlement amount or other course of action with respect to any such dispute, Row 44 shall permit TECOM, in its reasonable discretion, to direct any litigation or negotiation with respect to such dispute and to resolve any dispute by settlement or otherwise, with all such monies realized upon any such litigation, settlement or other resolution to be deposited into the Lockbox Account.

6.           Shipments . As of the Effective Date, TECOM will immediately recommence the shipment and delivery of all ordered Products in the usual course of business and consistent with the Agreement. Row 44 shall ship all Products to end users within *** days of receipt of such Products by Row 44 from TECOM unless otherwise notified in writing by Row 44 to TECOM and agreed to in advance by TECOM (such agreement not to be unreasonably withheld or delayed).

7.           Financial and Customer Information . ***

8.           Release .

8.1           Release by Row 44 . Row 44, on behalf of itself and its past, present and future affiliates, and their respective employees, officers, directors, managers, equityholders, advisors, consultants, representatives, agents, heirs, predecessors, successors and assigns (collectively, the “ Row 44 Releasing Parties ”), hereby, knowingly and voluntarily, forever settles, waives, releases and discharges with prejudice TECOM and its past, present and future affiliates including, without limitation all direct and indirect parents that hold a *** or more interest in TECOM and subsidiaries in which TECOM holds a *** or more interest, and their respective past, present and future employees, officers, directors, managers, equityholders, advisors, consultants, representatives, agents, heirs, predecessors, successors and assigns (collectively, the “ TECOM Released Parties ”) from any and all claims, rights, causes of action, protests, suits, disputes, orders, obligations, debts, demands, proceedings, contracts, agreements, promises, liabilities, controversies, costs, expenses, fees (including attorneys’ fees), or damages of any kind, whether known or unknown, suspected or unsuspected, accrued or not accrued, foreseen or unforeseen, or mature or unmature, arising by any means, including, without limitation, subrogation, assignment, reimbursement, operation of law or otherwise, *** under the Agreement at any time prior to the Effective Date (collectively, “ Row 44 Claims ”); provided however , that a Row 44 Claim shall not include, and the Release set forth in this Section 8.1 and Section 9 below shall not apply in any way to any claim for warranty under Section 10.1 of the Agreement with respect to any Product shipped or delivered under the Agreement at any time prior to the Effective Date.

^*** Confidential treatment requested.

8.2           Release by TECOM . TECOM, on behalf of itself and its past, present and future affiliates, and their respective employees, officers, directors, managers, equityholders, advisors, consultants, representatives, agents, heirs, predecessors, successors and assigns (collectively, the “ TECOM Releasing Parties ”), hereby, knowingly and voluntarily, forever settles, waives, releases and discharges with prejudice Row 44 and its past, present and future affiliates and subsidiaries and their respective past, present and future employees, officers, directors, managers, equityholders, advisors, consultants, representatives, agents, heirs, predecessors, successors and assigns (collectively, the “ Row 44 Released Parties ”) from any and all claims, rights, causes of action, protests, suits, disputes, orders, obligations, debts, demands, proceedings, contracts, agreements, promises, liabilities, controversies, costs, expenses, fees (including attorneys’ fees), or damages of any kind, whether known or unknown, suspected or unsuspected, accrued or not accrued, foreseen or unforeseen, or mature or unmature, arising by any means, including, without limitation, subrogation, assignment, reimbursement, operation of law or otherwise, arising with respect to Row 44’s failure to make timely payments under the Agreement at any time prior to the Effective Date (collectively, “ TECOM Claims ”); provided however , that a TECOM Claim shall not include (i) any claim for payment by Row 44 of any amount due under the Agreement (as amended hereby), (ii) any claim for misappropriation, theft or similar such causes of action that relate to any intellectual owned by TECOM, licensed by TECOM or in which TECOM has any other such rights and (iii) any willful, reckless or grossly negligent conduct.

8.3          The Row 44 Claims and TECOM Claims (collectively and respectively, “ Claims ” for purposes of the remainder of this Section 8) released pursuant to Section 8.1 and Section 8.2, respectively, include, without limitation, Claims for breach of contract, tort or personal injury of any sort, whether intentional or negligent, including, without limitation, Claims for the negligence of any or all of the TECOM Released Parties and Row 44 Released Parties (collectively and respectively, “ Released Parties ” for purposes of the remainder of this Section 8); Claims under any federal, state or local statute, regulation, or rule, in equity or at common law. The Parties intend the release in Section 8.1 and Section 8.2 to be general and comprehensive in nature and to release all Claims and potential Claims covered by the release to the maximum extent permitted by law. Each Party acknowledges that such Party may discover facts different from, or in addition to, those such Party now knows or believes to be true with respect to the release and such Party agrees that the release shall be and remain in effect in all respects as a complete and general release as to all matters released, notwithstanding any different or additional facts.

8.4          Row 44 acknowledges that (i) the revised payment schedule, the waiver of interest by TECOM set forth in Section 2 and the other direct and indirect benefits afforded Row 44 by continuing the Agreement as amended by this First Amendment provide more than adequate consideration for the release and (ii) the release is valid, fair, adequate and reasonable. TECOM acknowledges that (a) the revised TAT and Spare Pool terms set forth in this First Amendment and the other direct and indirect benefits afforded TECOM by continuing the Agreement as amended by this First Amendment provide more than adequate consideration for the release and (b) the release is valid, fair, adequate and reasonable.

8.5          Each Party, on behalf of itself and its respective TECOM Releasing Parties and Row 44 Releasing Parties (collectively and respectively, “ Releasing Parties ” for purposes of the remainder of this Section 8), hereby expressly agrees not to, at any time, sue, protest, initiate, institute or assist in instituting any proceeding, grievance, suit or investigation before any court or other governmental authority related to any Claim released pursuant to the release in Section 8.1, the release in Section 8.2 or otherwise assert any Claim released pursuant to such release against any of the Released Parties. Each Party hereby represents and warrants that it has not sold, assigned, pledged, transferred or otherwise disposed of, in whole or in part, any right, title, interest, security interest, or claim in, to, or with respect to, any Claim such Party or any of its respective Releasing Parties currently has, or has had in the past, against any such respective Released Party.

8.6          Each Party agrees, on behalf of itself and its respective Releasing Parties, to indemnify and hold harmless each of the Released Parties from and against all Claims arising out of any Claim released pursuant to the release.

9.           Waiver of Rights (If Any) Under Section 1542 of the California Civil Code . In connection with the releases, settlements, waivers, discharges and covenants set forth in this First Amendment, each Party acknowledges that it has been advised by legal counsel (or has had the opportunity to consult with legal counsel and has chosen not to do so), and that it is familiar with the provisions of Section 1542 of the California Civil Code, which provides as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

Each Party, on behalf of itself and each other of its respective Releasing Parties, hereby expressly waives and relinquishes (and hereby agrees to cause each other Releasing Party to expressly waive and relinquish) any and all rights that it may have under Section 1542 of the California Civil Code as well as any and all similar rights, rules, regulations, and provisions of the laws of other states and other jurisdictions of the United States and other countries. Each Party understands, acknowledges and agrees that this First Amendment will act as a waiver and release of all future claims that may arise from the released Claims, whether such claims are currently known, unknown, foreseen, unforeseen, suspected or unsuspected, and agrees that the release is intended to and shall constitute a full, complete, absolute and general release of all such claims. Each Party represents and warrants that the effect and import of the provisions of Section 1542 has been fully explained to it by its counsel and it expressly acknowledges its understanding of the same. Nothing in this Section 9 or the inclusion of this Section 9 in this First Amendment shall be deemed or construed to limit the provisions of Section 12.6 or to constitute an admission of the applicability of Section 1542 of the California Civil Code, or any other provision of the laws of the State of California, to this First Amendment or to its formation, existence, validity, enforceability, performance, interpretation, breach, or termination.

10.           Additional Definitions; Turn Around Time; Spare Pool .

10.1          Additional Definitions: Section 1 of the Original Agreement is hereby amended to add the following definitions:

“ Product Antenna System Component ” means any of the SAA, ACU, HPT and RF Cable Set.

“ SAA ” or “ Antenna Assembly ” means the satellite antenna assembly portion of the Product Antenna System.

“ HPT ” means the high powered transceiver portion of the Product Antenna System.

“ ACU ” means the antenna control unit portion of the Product Antenna System.

“ RF Cable Set ” means the RF cables set portion of the Product Antenna System.

10.2          Section 10.1 of the Original Agreement is hereby amended and restated as follows:

“Limited Warranty . Seller warrants that all Products (including associated firmware) sold by Seller under the terms of this Agreement, for a period of *** from delivery will be (a) free from defects in workmanship and materials and (b) conform to the Specifications under normal use and service. If any Product or part thereof contains a material defect in materials or workmanship, or otherwise fails to conform to the Specifications, during the warranty period, Seller shall at its expense correct any such defect by repairing such defective Product or part or, at Seller's option, by delivering to Buyer an equivalent Product or part replacing such defective Product or part. Seller shall process warranty claims made pursuant to this Agreement according to the following schedule, commencing from receipt of the applicable component by Seller, (i) deliver a report regarding the warranty claim in a form mutually agreed upon by Buyer and Seller within *** days, (ii) repair the applicable component within *** days, and (iii) if necessary, refurbish the applicable component within *** days (collectively, the foregoing periods shall be referred to as the “TAT Metric”). Notwithstanding the foregoing, in the event Seller encounters a novel failure mode of a Product Antenna System Component not previously seen by Seller with respect to such Product Antenna System Component, Seller may include in the report to be delivered to Buyer pursuant to the previous sentence, a notice regarding such failure mode, a description of why such failure model is novel, the steps taken to date to evaluate such product and the expected continuing failure analysis tests. In such event, Buyer shall in good faith reasonably extend the applicable TAT Metric with respect to repair and refurbishment set forth above by up to an additional *** days without implicating the TAT Metric Failure terms set forth in the Agreement, provided, that, Seller exercises all deliberate speed and diligence to continue the failure analysis testing, provides detailed reports to Buyer at least every *** business days regarding progress taken since the previous report and completes the repair of such product within such agreed upon extended TAT Metric time period. In addition to the provisions set forth in Section 10.1A, Seller shall waive any expedite charges to Buyer in order to effect earliest reasonable replacement of such defective Products. Seller acknowledges and agrees that the above warranty shall be transferable to customers of Buyer. Seller, in the exercise of its reasonable discretion, shall determine whether a Product has failed to conform to the above warranty, unless such determination is disputed by Buyer. In such case, Buyer and Seller agree to meet and confer in good faith to discuss the appropriate evaluation of such Product, and, if the parties are unable to agree following such meeting, agree to appoint a third party to make the determination as to the cause of the alleged defect. Warranty return shipments shall be the same as the process for shipments of new Products, as set forth elsewhere in this Agreement.”

^*** Confidential treatment requested.

10.3          The Original Agreement is hereby amended to add a new Section 10.1A, entitled “TAT Metric Failure” following Section 10.1 therein and stating as follows:

Section 10.1A TAT Metric Failure .

In the event Seller is unable to meet the TAT Metric with respect to any Product Antenna System Components returned to Seller during the applicable warranty period, the warranty period set forth in Section 10.1 above shall be extended for such component based on the table below, including, without limitation, the issuance of a replacement unit for such returned Product Antenna System Component:

In the event a Product Antenna System Component is returned to Seller for repair for the same or similar cause three times, Seller shall provide Buyer a replacement of the applicable major subassembly part of such Product Antenna System Component as determined by Seller in its reasonable discretion.

For the avoidance of doubt, Section 10.1A shall not apply to RMA of HPTAs returned units until the current backlog of RMA is reduced to ***.

^*** Confidential treatment requested.

10.4           Spare Pool . The Original Agreement is hereby amended to add a new Section 10.8A, entitled “Spare Pool” following Section 10.8 therein and stating as follows:

Section 10.8A Spare Pool . The build plan provides the capability to create a safety stock for each unit type by the end of January 2012. This plan also allows for RMA repairs at anticipated return rates of *** units per month for SAAs and ACUs. Any returned RF cables will be immediately replaced with new cables as necessary. The build plan will allow for a total of at least the following numbers of units in advance of production:

11.           Deviations/*** Affirmative Obligation .

11.1          As of the Effective Date, the Parties acknowledge and agree that (i) the Product Antenna System is subject to the provisions of Section ***, of the Original Agreement with respect to *** and (ii) numerous deviations from specification, and associated commitments regarding correcting such deviations, have been agreed to by the Parties. Seller affirmatively commits to (a) continue to perform on its obligations pursuant to Section *** of the Original Agreement with respect to the *** currently in process, and (b) continue to perform on all deviations from specification previously agreed to by Parties.

11.2          Buyer’s exclusive remedy for any claims by Buyer against Seller under the Agreement with respect to *** shall be the procedure set forth in Section ***.

11.3          Buyer expressly recognizes and agrees that, as of the Effective Date, Seller has satisfied all of its obligations under Section *** of the Original Agreement and Buyer has no claim with respect to Seller’s performance or compliance thereunder.

12.           Miscellaneous .

12.1           Confirmation . Except as amended hereby, the Agreement remains in full force and effect in accordance with its existing terms. All references to the Agreement shall mean the Agreement as modified by this First Amendment.

12.2           Counterparts; Faxes . This First Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This First Amendment may also be executed via facsimile, which shall be deemed an original.

12.3           Titles and Subtitles . The titles and subtitles used in this First Amendment are used for convenience only and are not to be considered in construing or interpreting this First Amendment.

^*** Confidential treatment requested.

12.4           Severability . Any provision of this First Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable in any respect.

12.5           Entire Agreement . This First Amendment, together with the Agreement, including the Exhibits thereto, constitute the entire agreement between the Parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.

12.6           Governing Law . This First Amendment shall be construed in accordance with, and all disputes hereunder shall be governed by, the laws of the State of California, except its conflict of law rules.

13.           Effective Date . This First Amendment shall be effective on the date on which the last of the items (11.1) through (11.4) set forth below is satisfied, as determined by TECOM (or waived in writing by TECOM) (the “Effective Date” ), provided, however, that if the Effective Date does not occur on or before December 23, 2011, then this First Amendment shall automatically be null and void and of no force and effect. No obligation of TECOM under this First Amendment shall be operative or binding unless and until the occurrence of the Effective Date.

13.1           Lockbox Agreement . A Lockbox Agreement by and among Buyer, TECOM, the Collateral Agent and the depository financial institution effectuating the Lockbox Account contemplated by Section 5.1 and the necessary cash flow mechanisms contemplated by Section 5.2 has been executed by all necessary parties and is in effect.

13.2           Intercreditor Agreement . An intercreditor agreement by and among TECOM and the Collateral Agent and acknowledged by Buyer setting forth TECOM’s first priority lien rights in the Collateral and effectuating the necessary cash flow mechanisms contemplated by Section 5.2 has been executed by all necessary parties and is in effect.

13.3           Acknowledgments by End Users . *** and *** have each received the notice contemplated by Section 5.3.

13.4           Payment . Buyer has paid all sums due on the Effective Date pursuant to Sections 1.1, 1.2 and 1.3 of this First Amendment.

^*** Confidential treatment requested.

          IN WITNESS WHEREOF, the Parties have executed this First Amendment or caused their duly authorized officers to execute this Amendment as of the date first above written.

AMENDMENT TO THE FIRST AMENDMENT TO
OEM PURCHASE AND DEVELOPMENT AGREEMENT BETWEEN

TECOM Industries, Inc.

And

Row 44, Inc.

          THIS AMENDMENT NO. 1 TO THE FIRST AMENDMENT TO OEM PURCHASE AND DEVELOPMENT AGREEMENT (this “Amendment No. 1” ) is entered into as of December 23, 2011 between TECOM Industries, Inc. ( “Seller” or “TECOM” ), a California corporation located at 375 Conejo Ridge Avenue, Thousand Oaks, California 91361, and Row 44, Inc. ( “Buyer” or “Row 44” ), a Delaware corporation located at 4353 Park Terrace Drive, Westlake Village, California 91361 (hereinafter, each a “Party” and collectively, the “Parties” ) and amends that certain First Amendment to OEM Purchase and Development Agreement (the “First Amendment ), which amended that certain OEM Purchase and Development Agreement (the “Original Agreement” and together with the First Amendment and Amendment No. 1, the “Agreement” ). This Amendment No. 1 modifies the First Amendment only as expressly stated below. Except as modified by this Amendment No. 1, all of the terms and conditions contained in the First Amendment are and will remain in full force and effect. Capitalized terms used but not defined in this Amendment No. 1 will have the same meanings as defined for such terms in the First Amendment. In the event of any conflict of terms, this Amendment No. 1 will solely and exclusively control.

AGREEMENT

1.           Deadline for Lockbox Agreement . If the Lockbox Agreement by and among Buyer, TECOM, the Collateral Agent and the depository financial institution effectuating the Lockbox Account contemplated by Section 5.1 of the First Amendment and the necessary cash flow mechanisms contemplated by Section 5.2 of the First Amendment has not been executed by all necessary parties and in effect within *** Business Days of the date of this Amendment No. 1, then Buyer shall be deemed to have committed a material breach of the Agreement and TECOM shall have the right to cease shipment of any Products ordered by Row 44 as of such due date, to reject any additional orders of Products made by Row 44 after such due date (without breach by TECOM of any of its obligations, including without limitation to ship and deliver Products on a timely basis), and to pursue all other rights and remedies TECOM may have under the Agreement or otherwise. This clause shall be a non-exclusive remedy for TECOM.

^*** Confidential treatment requested.

2.          Section 5.1 of the First Amendment is hereby amended by adding “(or any successor account)” to the quote of Section 4.1 after “deposit account” in (iii), and by adding “or other blocked account” after the defined term “Lockbox Account”.

3.          Section 5.3 of the First Amendment is hereby amended by adding the following language at the end of the paragraph: “provided, however, that until the Lockbox Account is in place, Row 44 shall refer in such notice to the Blocked Account referenced in the Intercreditor Agreement, and provided further, however, that if and when the Lockbox Account is in place, Row 44 shall send another notice that supersedes the previous notice and refers to the Lockbox Account.”

4.           Amendment of Lockbox Condition to Effectiveness of First Amendment . Section 13.1 of the First Amendment is hereby amended and restated as follows: “A Blocked Account Agreement by and among Buyer, the Collateral Agent and the depository financial institution effectuating the blocked account arrangement contemplated by the Intercreditor Agreement has been executed by all necessary parties and is in effect.”

5.           Miscellaneous .

5.1           Confirmation . Except as amended hereby, the First Amendment remains in full force and effect in accordance with its existing terms.

5.2           Counterparts; Faxes . This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Amendment No. 1 may also be executed via facsimile, which shall be deemed an original.

5.3           Titles and Subtitles . The titles and subtitles used in this Amendment No. 1 are used for convenience only and are not to be considered in construing or interpreting this Amendment No.1.

5.4           Entire Agreement . This Amendment No. 1, together with the Agreement, including the Exhibits thereto, constitute the entire agreement between the Parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.

5.5           Governing Law . This Amendment shall be construed in accordance with, and all disputes hereunder shall be governed by, the laws of the State of California, except its conflict of law rules.

6.           Effective Date . This Amendment No. 1 shall be effective upon execution.

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          IN WITNESS WHEREOF, the Parties have executed this First Amendment or caused their duly authorized officers to execute this Amendment as of the date first above written.

AMENDMENT NO. 2 TO THE FIRST AMENDMENT TO
OEM PURCHASE AND DEVELOPMENT AGREEMENT BETWEEN

TECOM Industries, Inc.

And

Row 44, Inc.

          THIS AMENDMENT NO. 2 TO THE FIRST AMENDMENT TO OEM PURCHASE AND DEVELOPMENT AGREEMENT (this “Amendment No. 2” ) is entered into as of January 6, 2012 between TECOM Industries, Inc. ( “TECOM” ), a California corporation located at 375 Conejo Ridge Avenue, Thousand Oaks, California 91361, and Row 44, Inc. ( “Row 44” ), a Delaware corporation located at 4353 Park Terrace Drive, Westlake Village, California 91361 (hereinafter, each a “Party” and collectively, the “Parties” ) and amends that certain First Amendment to OEM Purchase and Development Agreement (as amended by Amendment No. 1 to the First Amendment to OEM Purchase and Development Agreement ( “Amendment No. 1” ), the “First Amendment” ), which amended that certain OEM Purchase and Development Agreement (together with the First Amendment, Amendment No. 1, and Amendment No. 2, the “Agreement” ). This Amendment No. 2 modifies the First Amendment only as expressly stated below. Except as modified by Amendment No. 1 and this Amendment No. 2, all of the terms and conditions contained in the First Amendment are and will remain in full force and effect. Capitalized terms used but not defined in this Amendment No. 2 will have the same meanings as defined for such terms in the First Amendment. In the event of any conflict of terms, this Amendment No. 2 will solely and exclusively control.

AGREEMENT

1.          Section 2 of the First Amendment is hereby amended and restated as follows:

***

2.           Miscellaneous .

2.1           Confirmation . Except as amended hereby, the First Amendment remains in full force and effect in accordance with its existing terms.

2.2           Counterparts; Faxes . This Amendment No. 2 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Amendment No. 2 may also be executed via facsimile, which shall be deemed an original.

^*** Confidential treatment requested.

2.3           Titles and Subtitles . The titles and subtitles used in this Amendment No. 2 are used for convenience only and are not to be considered in construing or interpreting this Amendment No. 2.

2.4           Entire Agreement . This Amendment No. 2, together with the Agreement, including the Exhibits thereto, constitute the entire agreement between the Parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.

2.5           Governing Law . This Amendment shall be construed in accordance with, and all disputes hereunder shall be governed by, the laws of the State of California, except its conflict of law rules.

          IN WITNESS WHEREOF, the Parties have executed this First Amendment or caused their duly authorized officers to execute this Amendment as of the date first above written.

AMENDMENT NO. 3 TO THE FIRST AMENDMENT TO
OEM PURCHASE AND DEVELOPMENT AGREEMENT BETWEEN

TECOM Industries, Inc.

And

Row 44, Inc.

          THIS AMENDMENT NO. 3 TO THE FIRST AMENDMENT TO OEM PURCHASE AND DEVELOPMENT AGREEMENT (this “Amendment No. 3” ) is entered into as of January 18, 2012 between TECOM Industries, Inc. ( “TECOM” ), a California corporation located at 375 Conejo Ridge Avenue, Thousand Oaks, California 91361, and Row 44, Inc. ( “Row 44” ), a Delaware corporation located at 4353 Park Terrace Drive, Westlake Village, California 91361 (hereinafter, each a “Party” and collectively, the “Parties” ) and amends that certain First Amendment to OEM Purchase and Development Agreement (as amended by Amendment No. 1 and Amendment No. 2 to the First Amendment to OEM Purchase and Development Agreement ( “Amendment No. 1” and “Amendment No. 2 , ” respectively ), the “First Amendment” ), which amended that certain OEM Purchase and Development Agreement (together with the First Amendment, Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Agreement” ). This Amendment No. 3 modifies the First Amendment and Amendment No. 1 only as expressly stated below. Except as modified by Amendment No. 1, Amendment No. 2 and this Amendment No. 3, all of the terms and conditions contained in the First Amendment are and will remain in full force and effect. Capitalized terms used but not defined in this Amendment No. 3 will have the same meanings as defined for such terms in the First Amendment. In the event of any conflict of terms, this Amendment No. 3 will solely and exclusively control.

AGREEMENT

1.          Section 5.1 of the First Amendment is hereby amended by adding “and/or escrow account” to the quote of Section 4.1 after “deposit account”.

2.          Section 13 of the First Amendment is hereby amended by replacing “items (11.1) through (11.4)” with “items (13.1) through (13.4)”.

3.           Miscellaneous .

3.1           Confirmation . Except as amended hereby, the First Amendment remains in full force and effect in accordance with its existing terms.

3.2           Counterparts; Faxes . This Amendment No. 3 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Amendment No. 3 may also be executed via facsimile, which shall be deemed an original.

3.3           Titles and Subtitles . The titles and subtitles used in this Amendment No. 3 are used for convenience only and are not to be considered in construing or interpreting this Amendment No. 3.

3.4           Entire Agreement . This Amendment No. 3, together with the Agreement, including the Exhibits thereto, constitutes the entire agreement between the Parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.

3.5           Governing Law . This Amendment shall be construed in accordance with, and all disputes hereunder shall be governed by, the laws of the State of California, except its conflict of law rules.

4.           Effective Date . This Amendment No. 3 shall be effective upon execution.

[Signature Page to Follow]

          IN WITNESS WHEREOF, the Parties have executed this First Amendment or caused their duly authorized officers to execute this Amendment as of the date first above written.

Exhibit 10.9

CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED HAVE BEEN MARKED WITH THREE ASTERISKS [***] AND A FOOTNOTE INDICATING “CONFIDENTIAL TREATMENT REQUESTED”. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

MASTER EQUIPMENT PURCHASE AGREEMENT

BETWEEN

HUGHES NETWORK SYSTEMS, LLC

AND

ROW 44, INC.

DRAFT

MASTER EQUIPMENT PURCHASE AGREEMENT

This Agreement is entered into and made effective as of this _____ day of ___________ 2007, (the “Effective Date”) by and between Row 44, Inc., with offices at 31280 Oak Crest Drive, Suite #5, Westlake Village, CA 91361 (“Customer”), and Hughes Network Systems, L.L.C., having its principal offices at 11717 Exploration Lane, Germantown, MD 20876 (“HNS ” or “Hughes ”).

WHEREAS, the parties hereto entered into that certain Satellite Delivery and Services Agreement on or about September 9, 2004, as amended by that certain Amendment No. 1 effective as of September 30, 2005 (collectively, the “Original Agreement”);

WHEREAS, the Original Agreement contemplated that the parties would enter into a further agreement for the provision by HNS of certain equipment to be used in connection with Customer’s deployment of a communication system for Internet connectivity on aircraft (the “System”);

WHEREAS, the parties have agreed, in a certain Development Services Agreement heretofore entered into by each them on or about July 10, 2007, that the platform to be utilized for the System would be the HNS’ HX Network, instead of the architecture initially contemplated in the Original Agreement;

WHEREAS, the Parties further intend that the Original Agreement be revised to provide, among other things, that the prices for the equipment and services to be utilized in connection with the System be changed to the prices and payment structure herein specified; and

NOW THEREFORE, for and in consideration of the foregoing and of the mutual premises hereinafter expressed, and intending to be legally bound hereby, it is mutually agreed as follows:

1.        EQUIPMENT TO BE PURCHASED BY CUSTOMER

During the Term (as defined), HNS will provide, and Customer will accept and pay for , the satellite communication equipment (“Equipment”) in accordance with and subject to the terms and conditions set forth herein and Exhibits A and B attached hereto and incorporated herein:

Exhibit A – Equipment Order and Pricing

Exhibit B – HX 150 Warranty Repair and Out of Warranty Repair Services and Pricing

During the Term, Customer may order additional Equipment, (subject to the provisions described herein relating to the potential discontinuation of the supply of such Equipment) for the same at the prices set forth in this Agreement, including the Exhibits hereto. Prior to discontinuing the availability of any item Equipment for purchase by Customer, HNS will provide Customer with at ^*** months notice and will provide Customer the opportunity to make a “last buy” of any such Equipment. Further, in such event the conditions described in Exhibit A relative to HNS providing a license to the intellectual property associated with the remote Equipment to Customer will also apply.

^*** Confidential treatment requested.

2.        TERM OF AGREEMENT

The term of this Agreement (“Term”) and the term of Services provided hereunder will remain in effect for sixty (60) months (the “Initial Term”), unless terminated earlier as provided herein. At the end of the Initial Term, the Term will automatically renew for one additional five year period, unless otherwise terminated by Customer giving written notice to HNS at least ninety (90) days prior to the end of the Initial Term. At the end of the first additional five (5) year period, the Term will then automatically renew an additional five (5) year period, unless otherwise terminated by either party giving written notice of the other at least ninety (90) days prior to the end of the then current Term (each extended five (5) year period a “Renewal Term”). The Initial Term and the subsequent Renewal Terms are referred to in this Agreement as the “Term” of this Agreement.

3.        DELIVERY, OWNERSHIP AND RISK OF LOSS

Title and risk of loss to all Equipment, as identified in the Exhibit A, shall pass to Customer upon delivery. For purposes of this Agreement, in respect of the HX NOC Equipment to be provided by HNS, “delivery” shall take place upon shipment of the relevant Equipment to HNS’ facility. This Agreement will constitute a security agreement with respect to all Equipment up to the date of payment, and Customer hereby authorizes HNS to sign and file on behalf of Customer any financing statements or other documents that may be necessary to perfect such security interest.

Customer hereby authorizes HNS to deliver the HX NOC equipment specified in Section A.1.A of Exhibit A to a ^*** by December 31, 2007. Customer further authorizes HNS to deliver the quantity of Remote Equipment, as specified in Section 2.4.1 of said Exhibit A, to a Customer designated location by December 31, 2007. HNS will maintain special security procedures for such equipment, including but not limited to keeping it separate from any other equipment maintained by HNS at such location. HNS will maintain all-risk insurance with coverage limits covering the replacement value of all Equipment and, in the event of any loss or damage to the Equipment, HNS will replace the Equipment.

4.        EQUIPMENT ORDERS, LEAD TIMES AND FORECASTING

Each time Customer elects to purchase Equipment, it shall issue a Purchase Order to HNS. Each individual Purchase Order for Equipment shall set forth the following required terms: (i) the identity and quantities of Equipment ordered, (ii) the price, pursuant to this Agreement, and (iii) the desired delivery schedule. Customer shall provide to HNS, on the first working day of each month, a rolling fifty-two (52) week forecast of its anticipated purchase of Equipment from HNS. A Purchase Order shall be issued at least sixteen (16) weeks prior to the production week, with week zero (0) being the scheduled production week. Accordingly, Customer’s forecast volumes for weeks zero through sixteen (0-16) must be covered by binding Purchase Orders and forecast volumes for weeks beyond week sixteen shall be for planning purposes only.

^*** Confidential treatment requested.

4.A     EQUIPMENT CHANGES AND CHANGE NOTICES

HNS may, from time to time, make changes to the Equipment to be provided hereunder in order to add functionality or enhanced performance, reduce cost, or other reasons. In the event any such change affects the form, fit or function of such remote Equipment, HNS will provide notice of such change to Customer as promptly as practicable, but, in any event, no later than delivery of Equipment subject to such change. In the event that, after such notification and any subsequent discussions between the parties, Customer determines that any such changed remote Equipment will not be acceptable to Customer, Customer may order any quantity of the prior version of such Equipment as it deems necessary, and HNS will exercise its best reasonable efforts to supply such Equipment. Further, in the event that HNS is not able to provide such additional remote Equipment in the quantities required by Customer, HNS will grant Customer a license to the intellectual property required for the manufacture and supply of such Equipment pursuant to commercially reasonable terms.

5.        ASSIGNMENTS

Except for (i) assignment to a successor who acquires substantially all of the assets and business of HNS or Customer, (ii) assignment to a subsidiary company, parent company, or subsidiary of parent company, or (iii) assignment, pledge, or transfer by HNS of any interest in any payments to be received by HNS hereunder, neither party hereto may assign this Agreement or any portion hereof without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. Any assignment permitted hereunder, or otherwise agreed to by the other party hereto will not relieve the assigning party of any obligations with respect to any covenant, condition, or obligation required to be performed by the assigning party under this Agreement.

6.        PRICE AND PAYMENT TERMS

7.         LICENSE OF SOFTWARE

8.         FORCE MAJEURE

Either party hereto shall be excused for delays or interruptions in the performance of its obligations under this Agreement when such delays or interruptions (i) are caused by the other party, or, (ii) except for the exercise of due care, are otherwise beyond the reasonable control of such party, including but not limited to war (whether or not actually declared), sabotage, insurrection, rebellion, riot or other act of civil disobedience, act of a public enemy, failure of or delay in transportation, any governmental act, judicial action, priorities given U.S. Government procurements, labor dispute, shortage of labor, fuel, raw material or machinery, fire, accident, explosion, epidemic, quarantine, storm, flood, earthquake, or other Acts of God (“Force Majeure”). The parties specifically agree that rain, snow or other ordinary weather conditions (excluding tornadoes, hurricanes, and other major storms) do not constitute Force Majeure conditions. If any such Force Majeure occurs, the party affected by such Force Majeure shall use its best efforts to abate the effect of such Force Majeure and restore compliance with the terms of this Agreement as soon as possible. In that regard, during a Force Majeure, HNS shall allocate production and deliveries of equipment to Customer on a basis no less detrimental than any other customer of HNS similarly subject to such Force Majeure; provided, that, HNS may give preferential treatment to allocating equipment to the U.S. Government. Customer may cancel any scheduled delivery that has been excusably delayed for reason (ii) above for more than two (2) months.

9.     LIMITED WARRANTIES ON EQUIPMENT, DISCLAIMERS, PROCEDURES

10.         PATENT AND COPYRIGHT INDEMNITY

11.      INDEMNIFICATION

Customer and HNS shall indemnify, defend and hold the other harmless from and against any claims, demands, and causes of action asserted against the indemnitee by any person (including, without limitation, HNS' and Customer's employees, HNS' subcontractors and employees of such subcontractors or any third party) for personal injury or death or for loss of or damage to property resulting from the indemnitor's negligence or willful misconduct hereunder. Where personal injury, death or loss of or damage to property is the result of the joint negligence or willful misconduct of Customer and HNS, the indemnitor's duty of indemnification shall be in proportion to its allocable share of joint negligence or willful misconduct.

Customer shall indemnify, defend and hold HNS harmless from and against any claims, demands, and causes of action asserted against the indemnitee by any person (including, without limitation, any of Customer’s customers or any person or entity that Customer permits to use any service provided by Customer) based on any claim in connection with: (i) the Equipment provided to any customer of Customer (including end users or airlines) or the failure of Customer to provide such Equipment and any service; (ii) any material misrepresentation or material omission made to by Customer regarding the Equipment or any service to be provided by Customer; (iii) any claim by any customer of Customer arising from loss of service due to the termination of this Agreement or any other reason; and (iv) any violation by Customer of local, state or federal laws, rules and regulations.

Each party’s indemnification obligation shall be contingent upon the indemnitee giving prompt written notice to the indemnitor of any such claim, demand, or cause of action and permitting the indemnitor to have sole control of the defense thereof.

12.        INSURANCE .

13.      DEFAULT BY CUSTOMER

13.1    Definition

The occurrence of any one or more the following events (herein called "Events of Customer Default") shall constitute a default by Customer under this Agreement:

13.2    Remedies

Upon the occurrence of any Event of Customer Default, HNS may, in addition to any other rights or remedies available to it at law or in equity, terminate this Agreement immediately upon written notice. In addition, upon termination of this Agreement for the default of Customer, HNS may, at its option, require Customer to disable any Equipment previously installed in any aircraft. Customer shall in any event remain fully liable for reasonable damages as provided by law and for all costs and expenses incurred by HNS on account of such default including all court costs and reasonable attorneys fees.

14.      DEFAULT BY HNS

14.1    Definition

The occurrence of any one or more the following events (herein called "Events of HNS Default") shall constitute a default by HNS under this Agreement:

14.2    Remedies

Upon the occurrence of any one or more Events of HNS Default, Customer may, in addition to any other rights or remedies available to it at law or in equity, and subject to the limitations described in Section 15, terminate this Agreement immediately upon written notice. HNS shall in any event remain fully liable for reasonable damages as provided by law and for all costs and expenses incurred by Customer on account of such default including all court costs and reasonable attorneys fees.

15.     LIMITATION OF LIABILITY

16.     INDEPENDENT CONTRACTOR AND SUBCONTRACTING

17. CONFIDENTIALITY

18.     RESOLUTION OF DISPUTES

Any and all disputes arising under or in connection with this Agreement shall be resolved in accordance with this Section 18.

19.     ADDITIONAL CLAUSES

If to HNS:

Hughes Network Systems, LLC

11717 Exploration Lane

Germantown, Maryland 20876

ATTN: General Counsel

If to Customer:

Row 44, Inc.

31280 Oak Crest Drive, Suite #5

Westlake Village, CA 91361

Attn: Chief Executive Officer

With a copy to:

Strategic Law Partners, LLP

500 S. Grand Avenue, Suite 2050

Los Angeles, CA 90071

Attn: Timothy F. Silvestre

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by and through their duly authorized representatives.

EXHIBIT A

TO MASTER PURCHASE AGREEMENT

EQUIPMENT ORDER AND PRICING

EXHIBIT A

EQUIPMENT ORDER AND PRICING

1.0 SCOPE

This Exhibit sets forth a description of the Equipment and related items that are to be provided pursuant to this Agreement. This Exhibit also includes the prices for such Equipment and related items, the pricing for additional Equipment that may be purchased by Customer from time to time, as well as the payment terms associated with such Equipment. HNS will provide full duplex point-to-multipoint satellite communication equipment and services, in accordance with the terms of this Agreement, and shall install (as provided herein) and commission the quantity of dedicated HX Networks specified in Section 2.1 below, consisting of certain network operations center (“NOC”) equipment and Customer supplied and Customer operated integrated aeronautical terminal units. HNS will supply standard HX 150 baseband and RF boards (Remote Equipment) to Customer for incorporation by Customer into Customer’s aeronautical terminal units.. ^*** .

1.1 NOC DELIVERABLES

HNS will deliver the hub equipment summarized below. The associated pricing information is listed in Section 2 below. *** If that assumption proves in-correct, then additional equipment and services will be required.

^*** Confidential treatment requested.

1.2 HX NOC INSTALLATION AND TESTS

HNS will install and test the deliverable NOC Equipment in accordance with the terms hereof. There are a number of tests associated with the manufacture, installation, and commissioning of the HX NOC equipment. A description of each of these tests follows, as well as a description of the NOC installation services to be provided by HNS, follows.

1.2.1 HX NOC SITE PREPARATION AND INSTALLATION

HNS will be responsible to provide the hub earth station (use of existing RFTs) and to provide and install the HX NOC Equipment described above at ***. HNS will provide electrical power, air conditioning, fire protection provisions, floor space, and any required backhaul equipment and facilities, and other necessary preparations.

1.2.2 HX NOC ACCEPTANCE TESTS

1.2.3 HNS RESPONSIBILITIES FOR HX NOC ACCEPTANCE TESTING

HNS responsibilities will include the following:

•      Provide test personnel to conduct the onsite tests

•      Provide satellite test time (at the cost of Customer)

•      Conduct the onsite tests in conjunction with the Customer and document the result

1.2.4 CUSTOMER RESPONSIBILITIES FOR HX NOC ACCEPTANCE TESTING

Customer responsibilities will include the following:

•     Provide test personnel to assist in conducting the onsite tests.

•     Provide aeronautical terminal equipment to be used in connection with the test

1.3 REMOTE EQUIPMENT

HNS will deliver the HX 150 baseband and RF board sets detailed below. The associated pricing information is listed in Section 2. A single HX 150 baseband board and RF board set constitutes a “remote”. Each delivery of remotes shall include board level factory functional test results for such equipment as well as a statement certifying that such equipment has been built and tested in compliance with HNS’ standard manufacturing processes and in conformance to the HX 150 standard product board specifications.

2. INITIAL ORDER

Customer hereby orders ^*** including installation and acceptance testing and ***. The following sets forth the Equipment configuration that comprises the Initial Order under this Agreement.

2.1      HX NOC Equipment:

***

2.2.     HX NOC Equipment Spare Parts

***

2.3.     Backhaul Equipment

***

2.4.     Remote Equipment

Remote equipment consists of HX 150 standalone baseband and RF boards produced using Hughes’ existing commercial procurement, board level manufacturing and test process and does not include any changes or additional testing to the existing individual board level tests. The warranties and associated limitations applicable to this Equipment are described in Section 9 of this Agreement.

2.4.1 Initial Order Remote Equipment

***

.2.4.2 Additional Remote Equipment

Customer may order additional Remote Equipment in accordance with the prices described below:

***

^*** Confidential treatment requested.

After the initial order of remote equipment described in Section 2.4.1 above, additional orders of such remote equipment ***.

In order to qualify for the discount described above, Customer must direct that all ordered Equipment be delivered within 16 weeks. In the event that HNS is unable to fulfill an order from Customer for additional sets of Remote Equipment, due to parts unavailability or obsolescence or other reasons, HNS will (i) use commercial reasonable efforts to fast track production to meet the order quantity ordered, including, without limitation, requesting “hot lots” at HNS’s expense and, if still unable to fulfill the order, enter into good faith negotiations with Customer on the licensing of the design of the Equipment and Software at commercially reasonable rates, in order to give Customer the opportunity to maintain a continuity of supply of such Equipment. In addition, HNS will provide notice to Customer of its intention to discontinue the supply of such Equipment, and will afford Customer the opportunity to make a last buy of such Equipment in accordance with the terms set forth in Section 1 of this Agreement.

HNS at its sole discretion may define and implement HX 150 baseband or RF board Engineering Change Notices (ECNs). HNS will inform the Customer of ECNs which affect the form, fit or function of the HX 150 baseband or RF boards as promptly as possible prior to implementing any such change. HNS will not inform the Customer of changes to the HX 150 baseband or RF boards that do not impact form, fit or function (e.g., the use of alternative parts that comply with the bill of material specifications). The other terms set forth in Section 4.A of the Agreement shall also apply to Engineering Change Notices.

3.        HX NOC OPTIONS

HX NOC inroute spreading option:

^***

The following Expansion capabilities are all optional:

***

4.      DOCUMENTATION

***

^*** Confidential treatment requested.

5.       PAYMENT TERMS

A. Equipment

***

HNS will invoice Customer for the initial lot of Remote Equipment as specified in Section 2.4.1

***

B. Except as otherwise provided in this Section, payment will be due net thirty (30) days from date of invoice.

^*** Confidential treatment requested.

EXHIBIT B

HX 150 WARRANTY AND OUT OF WARRANTY REPAIRS

EXHIBIT B

HX 150 WARRANTY AND OUT OF WARRANTY REPAIRS

1.       DEFINITIONS

Cannot Duplicate (CND) – This indicates that HNS has tested the Equipment and cannot duplicate a problem using the test fixtures. The unit will be returned to Customer so that it can be reentered into service.

ECN, No Problem Found – This indicates that HNS has tested the Equipment and cannot duplicate a problem using the test fixtures. However, since the unit was manufactured, there has been a suggested engineering change notice (ECN) and HNS has updated the unit in accordance with the ECN. The unit will be returned to Customer so that it can be reentered into service.

Return – Un-repaired – This indicates that the unit has evidence of damage caused by Customer or end-user actions. The unit is returned in the condition in which it was sent.

Scrap – This indicates the Equipment cannot be repaired and is out of warranty. The unit is returned to Customer for disposal.

Return Merchandise Authorization (RMA) – Authorization number that is assigned to a batch of equipment that is returned for repair. The RMA number is used to track the equipment from initial shipment by Customer to return shipment by HNS.

2.       HX 150 WITHIN WARRANTY PRICING

The Section sets forth the applicable pricing associated with the additional services herein provided during the Warranty Period. This pricing applies to the HX 150 baseband and RF board set.

HNS will perform diagnostic testing on the equipment and will return it to Customer if the equipment appears to be functioning correctly. In that case, the CND fee would apply. Depending on the revision of the equipment, HNS will occasionally update the unit in accordance with an engineering change notice. In this scenario, there was no problem found, but work was done on the unit to implement the ECN. If there is a defect, then HNS will repair the unit or replace the unit at no charge.

^***

^*** Confidential treatment requested.

3.       HX 150 OUT OF WARRANTY PRICING

The Section sets forth the applicable pricing associated with the additional services herein provided after the Warranty Period has ended. This pricing applies to HX 150 baseband and RF board set.

HNS will perform diagnostic testing on the equipment and will return it to Customer if the equipment appears to be functioning correctly. In that case, the CND fee would apply. Depending on the revision of the equipment, HNS will occasionally update the unit in accordance with an engineering change notice. In this scenario, there was no problem found, but work was done on the unit to implement the ECN.

If a Defect is confirmed after the Warranty Period, then HNS will inform Customer of the status and Customer can elect to have the failed unit returned for the Return – Un-repaired fee or HNS will repair the unit if the unit is repairable. If Customer elects to have the unit repaired, then only the appropriate equipment price below is charged.

^***

4.       REPAIR TIME

After Customer has submitted an RMA request and received an authorization number, Customer will ship the equipment, freight prepaid and packed to assure safe arrival, to HNS. Upon receipt of the equipment at HNS, HNS will compare the RMA request to the material received. Once there is a complete match between the RMA and material, HNS will endeavor to complete any repairs and return the equipment within forty-five (45) days. HNS shall return repaired equipment, freight prepaid and packed to assure safe arrival, to Customer's designated location.

^*** Confidential treatment requested.

CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED HAVE BEEN MARKED WITH THREE ASTERISKS [***] AND A FOOTNOTE INDICATING “CONFIDENTIAL TREATMENT REQUESTED”. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

MASTER SERVICES AGREEMENT

BETWEEN

HUGHES NETWORK SYSTEMS, LLC

AND

ROW 44, INC.

DRAFT

MASTER SERVICES AGREEMENT

This Agreement is entered into and made effective as of this _____ day of ___________ 2007, (the “Effective Date”) by and between Row 44, Inc., with offices at 31280 Oak Crest Drive, Suite #5, Westlake Village, CA 91361 (“Customer” or “Row 44”), and Hughes Network Systems, L.L.C., having its principal offices at 11717 Exploration Lane, Germantown, MD 20876 (“HNS”).

WHEREAS, the parties hereto entered into that certain Satellite Delivery and Services Agreement on or about September 9, 2004, as amended by that certain Amendment No. 1 effective as of September 30, 2005 (collectively, the “Original Agreement”);

WHEREAS, the Original Agreement contemplated that the parties would enter into a further agreement for the provision by HNS of certain equipment to be used in connection with Customer’s deployment of a communication system for Internet connectivity on aircraft (the “System”);

WHEREAS, the Original Agreement contemplated that HNS would be paid for said equipment and services in accordance with a formula therein specified;

WHEREAS, the parties have agreed, in a certain Development Services Agreement heretofore entered into by each them on or about July 10, 2007, that the platform to be utilized for the System would be the HNS’ HX Network, instead of the architecture initially contemplated in the Original Agreement;

WHEREAS, the Parties further intend that the Original Agreement be revised to provide, among other things, that the prices for the equipment and services to be utilized in connection with the System be changed to the prices and payment structure herein specified; and

WHEREAS, on even date herewith, the parties have executed a Master Purchase Agreement covering Customer’s purchase of certain equipment to be used in connection with Customer’s provision of the System; and

WHEREAS, the parties now desire to set forth the terms and conditions under which HNS will provide certain services related to the System.

NOW THEREFORE, for and in consideration of the foregoing and of the mutual premises hereinafter expressed, and intending to be legally bound hereby, it is mutually agreed as follows:

1.        SCOPE OF SERVICES

During the Term (as defined), HNS will provide, and Customer will accept and pay for, the services in accordance with and subject to the terms and conditions set forth herein and Exhibits A, B and C attached hereto and incorporated herein (which services are hereafter referred to as the “Services”).:

Exhibit A – Statement of Work

Exhibit B – Hub Operations, Maintenance and Technical Support Services

Exhibit C – Service Pricing and Payment Terms

During the Term, Customer may order additional Services subject to the terms hereof, for the same at the prices set forth in this Agreement, including the Exhibits hereto. Notwithstanding the foregoing, Customer acknowledges that additional Space Segment Services will be subject to the availability of such Space Segment capacity. In order to increase the likelihood that HNS will be able to provide any such additional Space Segment capacity when such capacity is required by Customer, the parties will establish a mutually acceptable methodology for forecasting and ordering any additional space segment that may be required by Customer. In addition, on a regular basis HNS will provide Customer with its best estimate of the amount of Space Segment capacity currently available and to anticipated to become available on any of the satellites used by Customer.

In addition, from time to time, Customer may request HNS to provide certain supplementary services for Customer, including supplementary maintenance and repair services, which are outside the scope of the Services (“Demand Services”). The parties will, prior to providing any Demand Services, develop and mutually agree in writing upon the details regarding such services and the associated pricing and commercial terms.

2.        TERM OF AGREEMENT

The term of this Agreement (“Term”) and the term of Services provided hereunder will remain in effect for sixty (60) months (the “Initial Term”), unless terminated earlier as provided herein. At the end of the Initial Term, the Term will automatically renew for one additional, five (5) year period, unless otherwise terminated by Row 44 giving written notice to HNS at least ninety (90) days prior to the end of the Initial Term. At the end of the first additional five (5) year period, the Term will then automatically renew an additional five (5) year period, unless otherwise terminated by either party giving written notice of the other at least ninety (90) days prior to the end of the then current Term (each extended five (5) year period a “Renewal Term”). The Initial Term and Renewal Terms are referred to in this Agreement as the “Term” of this Agreement.

2A.     EXCLUSIVITY

^*** Confidential treatment requested.

  F      No Assignment of Exclusivity Right . HNS’ exclusivity obligation, as herein specified, shall be personal to Customer itself, and shall not extend to any successors or assigns of Customer, without the prior consent of HNS, except that in the event of any assignment which take place by virtue of the sale of all or substantially all of the assets of Row 44, HNS will not unreasonably withhold its consent to such assignment.

3.        ASSIGNMENTS

Except for (i) assignment to a successor who acquires substantially all of the assets and business of HNS or Customer, (ii) assignment to a subsidiary company, parent company, or subsidiary of parent company, or (iii) assignment, pledge, or transfer by HNS of any interest in any payments to be received by HNS hereunder, neither party hereto may assign this Agreement or any portion hereof without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. Any assignment permitted hereunder, or otherwise agreed to by the other party hereto will not relieve the assigning party of any obligations with respect to any covenant, condition, or obligation required to be performed by the assigning party under this Agreement.

4.        PRICE AND PAYMENT TERMS

^*** Confidential treatment requested.

5.          LICENSE OF SOFTWARE

6.       FORCE MAJEURE

Either party hereto shall be excused for delays or interruptions in the performance of its obligations under this Agreement when such delays or interruptions (i) are caused by the other party, or, (ii) except for the exercise of due care, are otherwise beyond the reasonable control of such party, including but not limited to war (whether or not actually declared), sabotage, insurrection, rebellion, riot or other act of civil disobedience, act of a public enemy, failure of or delay in transportation, any governmental act, judicial action, priorities given U.S. Government procurements, labor dispute, shortage of labor, fuel, raw material or machinery, fire, accident, explosion, epidemic, quarantine, storm, flood, earthquake, or other Acts of God (“Force Majeure”). The parties specifically agree that rain, snow or other ordinary weather conditions (excluding tornadoes, hurricanes, and other major storms) do not constitute Force Majeure conditions. If any such Force Majeure occurs, the party affected by such Force Majeure shall use its best efforts to abate the effect of such Force Majeure and restore compliance with the terms of this Agreement as soon as possible. In that regard, during a Force Majeure, HNS shall allocate production and deliveries of equipment to Customer on a basis no less detrimental than any other customer of HNS similarly subject to such Force Majeure; provided, that, HNS may give preferential treatment to allocating equipment to the U.S. Government.. Customer may cancel any scheduled delivery that has been excusably delayed for reason (ii) above for more than two (2) months.

7.    LIMITED WARRANTIES ON SERVICES, DISCLAIMERS, PROCEDURES

8.     PATENT AND COPYRIGHT INDEMNITY

9.       TERMS OF USE

Customer agrees to require its end users, or, if applicable, Customer agrees to require its airline customer reseller of its service, to require their respective end users to agree to terms and conditions relating to service to be provided by Customer which terms are substantially similar to those set forth in Attachment 1 to this Agreement.

10.     INDEMNIFICATION

Customer and HNS shall indemnify, defend and hold the other harmless from and against any claims, demands, and causes of action asserted against the indemnitee by any person (including, without limitation, HNS' and Customer's employees, HNS' subcontractors and employees of such subcontractors or any third party) for personal injury or death or for loss of or damage to property resulting from the indemnitor's negligence or willful misconduct hereunder. Where personal injury, death or loss of or damage to property is the result of the joint negligence or willful misconduct of Customer and HNS, the indemnitor's duty of indemnification shall be in proportion to its allocable share of joint negligence or willful misconduct.

Customer shall indemnify, defend and hold HNS harmless from and against any claims, demands, and causes of action asserted against the indemnitee by any person (including, without limitation, any of Customer’s customers or any person or entity that Customer permits to use the any service provided by Customer) based on any claim in connection with: (i) the Service provided to any customer of Customer (including end users or airlines) or the failure of Customer to provide such Service; (ii) any material misrepresentation or material omission made to by Customer regarding the Services or any service to be provided by Customer; (iii) any claim by any customer of Customer arising from loss of service due to the termination of this Agreement or any other reason; and (iv) any violation by Customer of local, state or federal laws, rules and regulations.

Each party’s indemnification obligation shall be contingent upon the indemnitee giving prompt written notice to the indemnitor of any such claim, demand, or cause of action and permitting the indemnitor to have sole control of the defense thereof.

11.          INSURANCE .

12.       DEFAULT BY CUSTOMER

12.1       Definition

The occurrence of any one or more the following events (herein called "Events of Customer Default") shall constitute a default by Customer under this Agreement:

12.2    Remedies

Upon the occurrence of any Event of Customer Default, HNS may, in addition to any other rights or remedies available to it at law or in equity, terminate this Agreement immediately upon written notice. In addition, upon termination of this Agreement for the default of Customer, HNS may, at its option, require Customer to disable any equipment provided by HNS which has been previously installed in any aircraft. Customer shall in any event remain fully liable for reasonable damages as provided by law and for all costs and expenses incurred by HNS on account of such default including all court costs and reasonable attorneys fees.

13.    DEFAULT BY HNS

13.1   Definition

The occurrence of any one or more the following events (herein called "Events of HNS Default") shall constitute a default by HNS under this Agreement:

13.2    Remedies

Upon the occurrence of any one or more Events of HNS Default, Customer may, in addition to any other rights or remedies available to it at law or in equity, and subject to the limitations described in Section 15, terminate this Agreement immediately upon written notice. HNS shall in any event remain fully liable for reasonable damages as provided by law and for all costs and expenses incurred by Customer on account of such default including all court costs and reasonable attorneys fees.

14.     LIMITATION OF LIABILITY

15.     INDEPENDENT CONTRACTOR AND SUBCONTRACTING

16.     CONFIDENTIALITY

17.     RESOLUTION OF DISPUTES

Any and all disputes arising under or in connection with this Agreement shall be resolved in accordance with this Section 17.

The parties shall attempt to resolve any dispute, controversy or difference that may arise between them through good faith negotiations. In the event the parties fail to reach resolution of any such dispute within sixty (60) days after entering into negotiations, either party may refer such dispute to arbitration pursuant to the provisions of Section 17.B. Notwithstanding the above, the parties may elect to waive applicability of this section (i) if both parties agree in writing that the nature of their dispute is such that it cannot be resolved through negotiations; or (ii) if a party shall suffer irrevocable harm by such delay.

18.      ***

19.     ADDITIONAL CLAUSES

^*** Confidential treatment requested.

If to HNS:

Hughes Network Systems, LLC

11717 Exploration Lane

Germantown, Maryland 20876

ATTN: General Counsel

If to Customer:

Row 44, Inc.

31280 Oak Crest Drive, Suite #5

Westlake Village, CA 91361

Attn: Chief Executive Officer

With a copy to:

Strategic Law Partners, LLP

500 S. Grand Avenue, Suite 2050

Los Angeles, CA 90071

Attn: Timothy F. Silvestre

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by and through their duly authorized representatives.

ATTACHMENT 1

REQUIRED END-USER AGREEMENT TERMS AND CONDITIONS

As specified in Section 9 of this Agreement, this Attachment contains the terms and conditions which Customer, or its airline customer, must incorporate, in pertinent part, into its End-User Agreements with its customers.

PROHIBITED CONDUCT

You agree not to use the Service as follows: (a) for any unlawful, improper or criminal purpose or activity; (b) to post or transmit information or communications that, whether explicitly stated, implied, or suggested through use of symbols, are libelous, defamatory, invasive of another person’s privacy, sadistic, cruel, or racist in content; or which espouses, promotes or incites bigotry, hatred or racism; or which might be legally actionable for any reason; (c) hurts minors in any way; (d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service; (e) intentionally or unintentionally violate any applicable local, provincial, state, national or international law, including, but not limited to, rules, orders and regulations having the force of law; (f) to attempt to access or access the accounts of others, to spoof or attempt to spoof the URL or DNS address, or to attempt to penetrate or penetrate our security measures or other entities' systems ("hacking") whether or not the intrusion results in corruption or loss of data; (g) to bombard individuals or newsgroups with uninvited communications, data or information, or other similar activities, including but not limited to "spamming", "flaming" or denial or distributed denial of service attacks; (h) to transmit unsolicited voluminous emails (for example, spamming) or to intercept, interfere with or redirect email intended for third parties using the Service; (i) to introduce viruses, worms, harmful code and/or Trojan horses on the Internet; (j) to post information on newsgroups which is not in the topic area of the newsgroup; (k) to interfere with another person's usage or enjoyment of the Internet or this Service; (l) to post or transmit information or communications that are defamatory, fraudulent, obscene or deceptive, including but not limited to scams such as "make-money-fast" schemes or "pyramid/chain" letters; (m) to damage the name or reputation of Service Provider or its subcontractors, or any of their respective parents, affiliates and subsidiaries, or any third parties; (n) to transmit confidential or proprietary information, except solely at your own risk; (o) to violate our or any third party's copyright, trademark, proprietary or other intellectual property rights, including trade secret rights; (p) to generate excessive amounts (as determined in our sole discretion) of Internet traffic, or to disrupt net user groups or email use by others; (q) to engage in activities designed to or having the effect of degrading or denying Service to other users or others (including activities that compromise a server, router, circuit or software; (r) to use any name or mark of Service Provider Hughes Network Systems, or their respective parents, affiliates or subsidiaries, as a hypertext link to any Web site or in any advertising publicity or other commercial manner; (t) to use the Service or the Internet in a manner intended to threaten, harass, or intimidate others; (u) to cause the screen to "scroll" faster than other subscribers or users are able to type to it, or any action that has a similar disruptive effect, on or through the Service; (v) to use the Service to disrupt the normal flow of online dialogue, (w) to use the Service to violate any operating rule, policy or guideline of any other online services provider or interactive service; (x) to attempt to subvert or to aid third parties to subvert, the security of any computer facility or system connected to the Internet; (y) to impersonate any person or using a false name while using the Service; (z) to install "auto-responders," "cancel-bots" or similar automated or manual routines which generate excessive amounts of net traffic, or disrupt net user groups or email use by others; (aa) to make false or unverified complaints against any subscriber, or otherwise abusing any of our complaint response procedures; (bb) to export software or any information in violation of US export laws; or (cc) to use the Service in contravention of the limitations of the pricing plan you have chosen.

ILLEGAL PURPOSES

You agree not to use the Service nor any of its elements or related facilities or capabilities to conduct any business or activity, or solicit the performance of any activity, which is prohibited by or would violate any applicable law, rule, regulation or legal obligation.

OTHER OBLIGATIONS RELATING TO CONTENT

You agree we do not, and we shall not without cause, pre-screen content transmitted by you over the Service, but we shall have the right (but not the obligation) in our sole discretion to refuse or move any such content that is available via the Service, including without limitation any content that violates the terms of this Agreement or is otherwise objectionable. You agree to evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content, and acknowledge that you may not rely on any content created by, or submitted to, ourselves.

You agree we may preserve and disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the terms of this Agreement; (c) respond to claims that any content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Service Provider, its users and the public.

RESERVATION OF RIGHTS

We reserve all copyrights and other rights in and to any content available through the Service which is identified as, claimed by us as, or known by you to be, proprietary to us (or our licensors). The content on the Service is protected under applicable copyright law, including as a collective work. All copying, modification, distribution, publication or other use by you, or by any user of your account, of any such content or other works is prohibited, except as expressly permitted by ourselves.

NO ENDORSEMENT

We do not endorse or in any way vouch for the accuracy, completeness, truthfulness or reliability of any service, opinion, advice, communication, information or other content on or made available through the Service. None of such content should be construed or understood to constitute or reflect the views or approval of Service Provider or any of the subcontractors, subsidiaries or affiliates. We do not recommend that such content be relied on for reaching important decisions or conclusions without appropriate verification and, as appropriate, professional advice.

INTERNET

YOU ACKNOWLEDGE THAT INTERNET SITES, AND USE OF THE INTERNET, MIGHT CONSIST OF, INCLUDE AND/OR PROVIDE ACCESS TO IMAGES, SOUND, MESSAGES, TEXT, SERVICES OR OTHER CONTENT AND MATERIAL THAT MAY BE UNSUITABLE FOR MINORS AND THAT MAY BE OBJECTIONABLE TO MANY ADULTS. YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY SUCH CONTENT OR MATERIAL AND AGREES THAT ACCESS TO SAME THROUGH USE OF THE SERVICE IS AT YOUR SOLE RISK. The reliability, availability, legality, performance and other aspects of resources accessed through the Internet are beyond our reasonable control and are not in any way warranted or supported by ourselves or our third party contractors. You acknowledge that safeguards relative to copyright, ownership, appropriateness, reliability, legality and integrity of content may be entirely lacking with respect to the Internet and content accessible through it. You confirm that you assume all risk and liability of any use of the Internet through your account, including your continuous compliance with the Subscriber Agreement.

DISCLAIMER OF WARRANTIES, LIABILITY AND RESPONSIBILITY

YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. NEITHER WE NOR ANY OF OUR INFORMATION OR CONTENT PROVIDERS, SERVICE PROVIDERS, LICENSORS, EMPLOYEES OR AGENTS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE OR ANY OF OUR INFORMATION OR CONTENT PROVIDERS, SERVICE PROVIDERS, LICENSORS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE, INCLUDING ANY MINIMUM UPLOAD OR DOWNLOAD SPEEDS. THE SERVICE IS DISTRIBUTED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, EXCEPT FOR THOSE WARRANTIES, IF ANY, WHICH ARE IMPLIED BY, AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER, THE LAWS APPLICABLE TO THIS SUBSCRIBER AGREEMENT. WE EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY THAT THE SERVICE WILL BE ERROR FREE, SECURE OR UNINTERRUPTED OR OPERATE AT ANY MINIMUM SPEED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY OURESELVES, OUR EMPLOYEES, DEALERS, AND LICENSORS OR THE LIKE SHALL CREATE A WARRANTY; NOR SHALL YOU RELY ON ANY SUCH INFORMATION OR ADVICE. IN ADDITION, WE FURTHER DISCLAIM ANY LIABILITY OR RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, NON-DELIVERY OR FAILURE TO STORE OR ACCURATELY STORE, ANY E-MAIL OR OTHER COMMUNICATIONS, ADDRESSES OR PERSONALIZATION SETTINGS.

IN PARTICULAR, BECAUSE WE MAY PROVIDE ITS SUBSCRIBERS WITH ELECTRONIC ACCESS TO THE CONTENT AVAILABLE ON THE SERVICE, WHICH CONTENT MAY BE ORIGINATED BY INDEPENDENT PUBLISHERS AND/OR PROVIDERS AND WHICH CONTENT IS NOT AUGMENTED BY OURSELVES, WE CANNOT AND DO NOT WARRANT THE ACCURACY OF ANY OF THE INFORMATION AS ORIGINATED BY SAID INDEPENDENT PUBLISHERS AND/OR PROVIDERS, AND WE SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY ERRORS, OMISSIONS, OR INACCURACIES RELATING THERETO. IF DEFECTIVE, YOU - NOT OURSELVES, OUR DEALERS, DISTRIBUTORS, AGENTS, EMPLOYEES OR ANY THIRD-PARTY CONTENT PROVIDER - ASSUME THE CONSEQUENCES RESULTING THEREFROM.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OURSELVES, OUR DEALERS, DISTRIBUTORS, AGENTS, EMPLOYEES OR ANY THIRD-PARTY CONTENT PROVIDER, SHALL CREATE ANY WARRANTY IN OR TO THE SERVICE OR THE CONTENT, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER WE NOR ANY OF OUR INFORMATION OR CONTENT PROVIDERS, SERVICE PROVIDERS, LICENSORS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SERVICE OR INABILITY TO USE THE SERVICE OR OUT OF ANY BREACH OF ANY REPRESENTATION OR WARRANTY. WITHOUT IN ANY WAY LIMITING THE FOREGOING, IF FOR ANY REASON, BY OPERATION OF LAW OR OTHERWISE, ANY PORTION OF THE FOREGOING LIMITATION OF LIABILITY SHALL BE VOIDED, THEN IN SUCH EVENT OUR MAXIMUM, SOLE, AND EXCLUSIVE LIABILITY, OUR DEALERS, DISTRIBUTORS, AGENTS, EMPLOYEES OR THIRD PARTY CONTENT PROVIDER, IF ANY, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO OURSELVES BY YOU FOR SERVICES FURNISHED UNDER THIS SUBSCRIBER AGREEMENT DURING AND FOR A PERIOD OF TIME COMMENCING UPON THE OCCURRENCE OF SUCH ERROR, DEFECT OR FAILURE AND CEASING UPON THE DISCOVERY OF SUCH, IN WHOLE OR IN PART; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL SUCH PERIOD OF TIME EXCEED THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE WHICH SUCH ERROR, DEFECT OR FAILURE IS FIRST DISCOVERED IN WHOLE OR IN PART.

INDEMNITY

You agree to indemnify Service Provider, Hughes Network Systems, and each of their respective subcontractors against all claims, liability, damages, costs and expenses, including but not limited to reasonable attorneys fees, arising out of or related to any and all use of your account, including any content transmitted over the Service, your use of the Service, your violation of this Agreement, and your violation of any rights of any other person. This includes, without limitation, responsibility for all such consequences of your (or that of any user of your account) violation of this Subscriber Agreement or placement on or over, or retrieval from or through, the Service of any software, file, information, communication or other content.

PROPRIETARY RIGHTS

Except for public domain material, all copyrightable content distributed over the Service is copyrighted by ourselves or the third-party content provider. We and/or such third party content providers own all right title and interest to such content and you may not copy, distribute, transmit or publish, in any form, including printed, electronic, digitized, audio or otherwise, or modify all or any portion of such content without the prior written consent of the copyright owner; provided, however, that you may store one copy of the content on your personal computer for your personal use for a period not to exceed thirty calendar days. All copyright or other proprietary rights notices contained in or associated with the content or contained therein must be preserved in, or on, any copies made of such material. The placement of copyrighted material in any public posting area, or any software library, without the consent of the copyright owner is in violation of this Subscriber Agreement.

EXHIBIT A

TO MASTER SERVICES AGREEMENT

STATEMENT OF WORK

EXHIBIT A

STATEMENT OF WORK

1.0   SCOPE OF WORK

In accordance with the terms hereof, HNS will provide the services required to provide full duplex point-to-multipoint satellite communication system using dedicated HX Networks (“Network”) consisting of certain network operations center (“NOC”) equipment, and Customer supplied and Customer operated integrated aeronautical terminal units. The Equipment associated with the Network is being provided in accordance with the Master Purchase Agreement entered into by the parties on even date herewith.

The program effort associated with the maintenance and operation of the Network will be carried out as follows:

HNS will provide services including;

Program management services, including network engineering and implementation of Equipment and Services.

Read-only access to monthly Service reports to provide information regarding the Services including service NOC outages during the prior calendar month, and planned activities for the upcoming calendar month.

Provision and maintenance of certain terrestrial backhaul facilities between the HNS NOC facility and Customer’s data center.

2.0   DELIVERABLE SERVICES

This section sets forth the services to be provided under this Agreement.

   NOC OPERATIONS AND MAINTENANCE

HNS will provide the NOC Operations and Maintenance Services as described in Exhibit B and Exhibit C (Pricing).

   SPACE SEGMENT

Dedicated transponder capacity to support the Customer's communication network will be procured by HNS on Ku-band satellites per Customer’s instructions subject to space segment availability. Each satellite is configured with redundant traveling wave tube amplifiers (“TWTAs”), which provide inherent backup capability in the event of a primary TWTA failure.

On a regular basis, HNS will provide the Customer with information available to HNS on the expected life of each satellite used by HNS to provide service to Customer.

2.3 TRAINING

Training courses are offered periodically and are available to Customer on a reservation basis. HNS reserves the right to cancel a course if the minimum number of students are not preregistered two (2) weeks before the scheduled start of the course. If the Customer cancels a course reservation less than two (2) weeks before the start of the course, the Customer will be charged 50% of the applicable fees as defined in Exhibit C (or if applicable, the training slot designated for Customer herein will be forfeited). If the Customer does not attend the course and does not cancel the reservation, the Customer will pay the full price for the course (or forfeit its allotted slot, if applicable). Customer must register for training courses by submitting purchase orders. Training courses and associated pricing may be found in Exhibit C.

2.4   REPORTS AND OTHER INFORMATION; REMOTE ACCESS

HNS will provide Customer with read-only access to the following reports via a web-based application in HNS standard formats:

Customer may request other reports and information, which, upon mutual agreement, HNS will provide for an additional fee.

  (See Section 2.5.1.2 and Section 1 of Attachment B)

2.5    HNS PROGRAM TASKS

HNS has the overall responsibility for implementation of Customer’s dedicated Network as described in this Agreement. This section details some of the specific tasks that will be the responsibility of HNS during the accomplishment of this work. Section 4.0 notes Customer's responsibilities related to the network implementation.

2.5.1   PROGRAM MANAGEMENT

2.5.1.1  Program Management Team

In order to ensure that work under the Agreement proceeds at the planned rate, HNS will put into place a program management team consisting of experienced professionals in the various areas of expertise required. This team will be headed by a Program Manager to coordinate all HNS resources required for the successful conduct of the work, and to ensure that required coordination takes place between HNS and Customer personnel.

Tasks to be performed by the program management team include:

2.5.1.2 Progress Reports and Status Reviews

HNS will prepare a written progress report each month during the network implementation phase detailing the status of the program. In addition, a program status review meeting will be held weekly during the network implementation, and monthly thereafter, unless otherwise agreed by the parties, to review the most recent progress reports and discuss any particular program problem areas. The scheduling of meetings will be by mutual agreement.

In addition to the foregoing, for the initial operational testing of the NOC equipment and through Customer’s expected proof of concept trial, HNS shall make available the appropriate technical resources for teleconferences, on an as-needed basis, for reviewing network and resolving any significant HNS-related issues on a top priority basis.

3.0    SERVICE PERFORMANCE

The following provisions shall apply to the HX NOC equipment operated by HNS..

3.1   Service Performance Standard

HNS will use commercially reasonable efforts to make the Services available (“Service Availability”) ^*** for each calendar month of the Term, such that the aggregate number of minutes of Service interruption for the HX NOC for a given calendar month of the Term shall not exceed ***.

3.2   Service Performance Conditions

HNS will use commercially reasonable efforts to provide the Services in accordance with the Service performance standard set forth in Paragraph 3.1 above. In the event that HNS fails to meet such Service performance standard in any calendar month, as Customer's sole and exclusive remedy, HNS will pay Customer liquidated damages calculated in accordance with Paragraph 3.4 below. A failure to meet the Service performance standard does not constitute a Service interruption for purposes of calculating liquidated damages under this section when due to any of the following causes:

^*** Confidential treatment requested.

3.3   Service Interruption

The Services shall be available on a 24-hour per day, 365-days per year basis (the “Scheduled Service Time”). The duration of a Service interruption is measured by the number of hours during the Scheduled Service Time that elapse from the time that a trouble ticket is opened to the time that HNS notifies Customer that the Services have been restored. Customer’s availability for a given calendar month shall be a percentage equal to 100% minus a fraction, the numerator of which shall be equal to the aggregate number of minutes of interruption for Customer's HX NOC Equipment, and the denominator of which shall be equal to the total number of minutes of scheduled Service time for such month.

3.4   Service Interruption Liquidated Damages

Any applicable liquidated damages due Customer for a Service interruption will be calculated by HNS on a monthly basis, as specified below, and paid by HNS within thirty (30) days after the event giving rise to a claim for liquidated damages. ***

4.0    CUSTOMER RESPONSIBILITIES

4.1   PROGRAM MANAGER

Customer will designate a primary point of contact for overall coordination of Customer related activities.

^*** Confidential treatment requested.

4.2 LICENSES

Except for the licenses associated with HNS’s NOC operations, Customer will be responsible for obtaining all necessary FCC and FAA licenses for operating the network. HNS, however, will provide Customer reasonable support in applying for such licenses. Customer shall remain responsible for actually filing the FCC applications and holding and maintaining the licenses.

4.3 CUSTOMER SUPPLIED EQUIPMENT

All Customer-owned Equipment (with the exception of the HX NOC) located at the NOC shall be operated by the Customer including monitoring, control, trouble isolation and resolution. Hughes services pertaining to this Customer-owned equipment shall be limited to installation or replacement of Customer supplied equipment upon request by the Customer.

Customer supplied equipment necessary for HNS to perform system integration and testing shall be in good working order at the time of the system integration.

4.4     CUSTOMER REMOTE EQUIPMENT INSTALLATION, MAINTENANCE AND TROUBLESHOOTING RESPONSIBILITIES

Except for HNS remotely servicing the remote equipment, such as, resetting such equipment, uploading software to such equipment as requested by Customer, or making mutually agreed configuration changes to the remote equipment Customer is responsible for all remote equipment installation, maintenance and troubleshooting and field service issues.

4.5   TEST FACILITY

Customer and HNS shall agree on the requirements of any test lab (in addition to the production NOCs) which might be necessary for the troubleshooting of system performance issues or testing of new software and/or configurations of customer or HNS supplied software or hardware. Once this determination is made, HNS will price any additional resources that are required.

4.6    OTHER CUSTOMER OBLIGATIONS

Customer shall also accept all work satisfactorily completed under Development Services Agreement.

EXHIBIT B

TO MASTER SERVICES AGREEMENT

NOC OPERATIONS, MAINTENANCE AND TECHNICAL SUPPORT SERVICES

EXHIBIT B

NOC OPERATIONS, MAINTENANCE AND TECHNICAL SUPPORT SERVICES

SCOPE

This Exhibit B defines the work to be performed by HNS (HNS) to provide HX NOC operations, maintenance, and technical support services.

HX NOC operations and maintenance services consists of operating and maintaining the Customer’s dedicated HX NOC facilities installed at ^*** .

Support Services

Hub and network operations centers are staffed 24 hours per day, 365 days per year, with HNS technical support personnel. In the event of any failure of any Customer-owned HX NOC Equipment, HNS will replace the failed item with a redundant or spare component from the Customer’s spare inventory, and will repair the failed item on average within: thirty (30)days for HNS manufactured equipment and within forty five (45) days for equipment manufactured by a third party. HNS will then return the repaired item to the Customer’s spare inventory.

Technical systems and software support will be provided for operational problems by HNS. Technical support services are those services, related to the isolation and resolution of problems occurring within the Hughes supplied equipment and software. Customer is responsible for isolation and troubleshooting of aeronautical terminal problems, except that HNS will provide status monitoring of the remote terminals. The operational status of each remote terminal (active or inactive) will be accessible to Customer via the network management system.

The various technical support services that will be provided to Customer as part of this Maintenance Agreement are described below.

^*** Confidential treatment requested.

2.0Problem Severity Levels

When a CCR is opened a severity level is assigned based upon the impact or potential impact of the problem. The various severity level designations are described below.

The specific severity level definitions, actions, and escalation timeframes for critical problems (severity level 1 through 3 are described below.

2.1      Severity Level 1 - Network down

A network may be declared down if either:

(a) 50% or more of the remote sites are not communicating

(b) 50% or more of the remote connections fail.

The goal is to have the network restored within one (1) hour of the event. The following are the escalations for Severity Level 1: