[Schedule 1.01(a)] to the Credit Agreement is hereby amended in its entirety to read in the form of Annex B hereof.

[Schedule 4.14(a)] contains a true, complete and correct list, including jurisdiction and status of application or registration, of all registered, applied for, or otherwise material Intellectual Property that the Company exclusively owns and in and to which the Company possesses all right, title and interest, and no independent contractor or employee of the Company has any right, title or interest, directly or indirectly, in such Intellectual Property. The Company exclusively owns and possesses all right, title and interest in and to, or has the right under a valid and enforceable license, to use and otherwise commercialize or exploit, all Intellectual Property necessary for or used or otherwise commercialized or exploited in the operation of its business as presently conducted and as presently proposed to be conducted, free and clear of all Liens, including without limitation, with respect to all content published by the Company in all of its print and digital properties. Except as set forth on [Schedule 4.14(a)], the Company has not granted any license to any Person relating to any of such Intellectual Property. Except as set forth on [Schedule 4.14(a)], to the Knowledge of the Company, no third party has asserted any rights in or any other right of use, infringed upon or misappropriated any such Intellectual Property. All registered and applied for Intellectual Property owned by the Company # has been duly maintained in all material respects, # has not lapsed, expired or been abandoned, and # is not the subject of any opposition, interference, cancellation or other Proceeding before any Governmental Authority. All assignments of any such Intellectual Property of Company or any predecessor-in-interest thereof have been timely and properly recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office, or other appropriate agency to the extent required or reasonably advisable.

Schedule. A SOW may contain a time schedule for completion of the Services required thereunder (the “Schedule”). Unless such time schedule is specified in a SOW as an “estimate” or “target,” Gogo and Airspan expressly acknowledge and agree that, subject to [Section 2.8], all Schedules are firm or fixed performance dates, and Airspan shall complete such Services in accordance with the Schedule. Any changes to the Schedule shall be made in accordance with [Section 2.7].

[Schedule 4.14(d)] contains a true, complete and correct copy of any agreement in which owned Intellectual Property is licensed to any other Person. Neither the Company nor, to the Company’s Knowledge, any other Person, is in breach of or default under any such agreement and each such agreement is in full force and effect. Except as set forth on [Schedule 4.14(d)], to the Knowledge of the Company, the Company has not interfered with, infringed upon or misappropriated any Intellectual Property rights of any other Person, and the Company has not received any charge, complaint, claim, demand or notice alleging any interference, infringement, misappropriation or violation (including any claim that the Company must license or refrain from using any Intellectual Property rights of any third party) within the past three (3) years.

[Schedule 1.01(b)] to the Credit Agreement is hereby amended in its entirety to read in the form of Annex C hereof.

[Schedule 5.4] contains (except as noted therein) complete and correct lists of the Company’s Subsidiaries as of the Closing Date, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of

Schedule. The schedule for design and development of the Tenant Improvements, including the time periods for preparation and review of construction documents, approvals and performance, shall be in accordance with a schedule to be prepared by Landlord (the “Schedule”). The Schedule shall be subject to adjustment as mutually agreed upon in writing by the parties, or as otherwise provided in this Work Letter.

[Schedule 4.14(e)] contains a true, complete and correct copy of any agreement in which Intellectual Property of any other Person is licensed to the Company, excluding shrink-wrap, click-to-accept, or software as a service agreement with a replacement cost and/or annual license fee of less than $10,000. To the Company’s Knowledge, the Company is not in breach of or default under any such agreement and each such agreement is in full force and effect. Except as set forth on [Schedule 4.14(e)], the consummation of the transaction contemplated by this Agreement will not # impair any rights of any Post-Closing operator of the Business, or cause any Post-Closing operator of the Business to be in violation of or default under, any such agreement, # give rise to any termination or modification of, or entitle any other party to terminate or modify, any such agreement, or # require the payment of (or increase the amount of) any royalties, fees, or other consideration with respect to the Post-Closing operator of the Business’ use or exploitation of any Intellectual Property of any Person.

Schedule. The schedule for design and development of the Tenant Improvements, including the time periods for preparation and review of construction documents, approvals and performance, shall be in accordance with a schedule to be prepared by Tenant (the “Schedule”). Tenant shall prepare the Schedule so that it is a reasonable schedule for the completion of the Tenant Improvements. The Schedule shall clearly identify all activities requiring Landlord participation. As soon as the Schedule is completed, Tenant shall deliver the same to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Such Schedule shall be approved or disapproved by Landlord within ten (10) business days after delivery to Landlord. Landlord’s failure to respond within such ten (10) business day period shall be deemed approval by Landlord. If Landlord disapproves the Schedule, then Landlord shall notify Tenant in writing of its objections to such Schedule, and the parties shall confer and negotiate in good faith to reach agreement on the Schedule. The Schedule shall be subject to adjustment as mutually agreed upon in writing by the parties, or as provided in this Work Letter.

Schedule. [Section 2.16(a)-1]1] of the Disclosure Schedule contains an accurate and complete list of each Company Employee Plan (written or unwritten) and the entity sponsoring such Company Employee Plan. [Section 2.16(a)-2]2] of the Disclosure Schedule sets forth a table setting forth, as applicable, the name, employment or contracting status (including if the Employee is not an “at will” employee), hiring or commencement date, location, title, annual salary or base wages or pay, current target bonus rate, including with respect to any Employees on a leave of absence, the date the leave commenced and the reason for the leave.