BOINGO WIRELESS, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of October 5, 2018 1.00% Convertible Senior Notes due 2023Indenture • October 5th, 2018 • Boingo Wireless Inc • Communications services, nec • New York
INDENTURE; dated as of October 5, 2018; between BOINGO WIRELESS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
CREDIT AGREEMENT Dated as of February 26, 2019 among BOINGO WIRELESS, INC. and NEW YORK TELECOM PARTNERS, LLC, as the Borrowers,Credit Agreement • May 8th, 2019 • Boingo Wireless Inc • Communications services, nec • New York
This CREDIT AGREEMENT is entered into as of February 26, 2019 among BOINGO WIRELESS, INC., a Delaware corporation (the “Company”), New York Telecom Partners, LLC, a Delaware limited liability company (“NY Telecom” and together with the Company, each a “Borrower” and collectively, the “Borrowers”), the Guarantors (as defined below), the Lenders (as defined below) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 21st, 2011 • Boingo Wireless Inc • Communications services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , is made by and between Boingo Wireless, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”); provided, that where Indemnitee is a member of the Board of Directors of the Company and is also a member or partner of a venture fund that is a stockholder of the Company, where the context permits, “Indemnitee” shall also include such venture fund stockholder (including its partners, members, officers, employees, agents, and each person who controls any of them or who may be liable within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended) (the “Venture Fund”), and such Venture Fund shall also become a party to this Agreement.
Insert Number of Shares] BOINGO WIRELESS, INC. COMMON STOCK, $0.0001 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2011 • Boingo Wireless Inc • Communications services, nec • New York
AGREEMENT AND PLAN OF MERGER Among WHITE SANDS PARENT, INC., WHITE SANDS BIDCO, INC. and BOINGO WIRELESS, INC. Dated as of February 26, 2021Merger Agreement • March 1st, 2021 • Boingo Wireless, Inc. • Communications services, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 26, 2021 (this “Agreement”), among White Sands Parent, Inc., a Delaware corporation (“Parent”), White Sands Bidco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Boingo Wireless, Inc., a Delaware corporation (the “Company”).
Dealer Name and Address: Date: October 2, 2018Base Call Option Transaction • October 5th, 2018 • Boingo Wireless Inc • Communications services, nec
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between (“Dealer)”), through its agent (the “Agent”), and Boingo Wireless, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto. The time of the Transaction is available upon request. Dealer is not a member of the Securities Investor Protection Corporation (“SIPC”). Obligations of Dealer hereunder are not protected by SIPC or any other organization or authority.
BOINGO WIRELESS, INC. 10960 WILSHIRE BLVD., SUITE 800 LOS ANGELES, CA 90024 April 22, 2013Employment Agreement • May 10th, 2013 • Boingo Wireless Inc • Communications services, nec • California
Boingo Wireless, Inc. (the “Company”) is pleased to offer you employment on the following terms. This letter agreement (the “Agreement”) will become effective May 1, 2013 (the “Effective Date”).
INDENTURE between BOINGO WIRELESS, INC. as Issuer and [TRUSTEE] as TrusteeIndenture • September 11th, 2015 • Boingo Wireless Inc • Communications services, nec • New York
INDENTURE, dated as of , 20 , between BOINGO WIRELESS, INC., a Delaware corporation, as Issuer (the “Company”), having its principal office at 10960 Wilshire Blvd., 23rd Floor, Los Angeles, California 90024, and [TRUSTEE], a New York banking corporation, as Trustee (the “Trustee”).
CONFIDENTIAL TREATMENT REQUESTED LICENSE AGREEMENT for Wireless Communications Access System between City of Chicago and Chicago Concourse Development Group, LLCLicense Agreement • April 29th, 2011 • Boingo Wireless Inc • Communications services, nec
Initially, the WCAS will be installed and provided as shown in the attached drawings. These drawings are subject to change as mutually agreed between the Licensee and the Department, and as permissible by Law and City and Airport policy.
SUPPLEMENTAL AGREEMENTSupplemental Agreement • April 29th, 2011 • Boingo Wireless Inc • Communications services, nec
THIS AGREEMENT, made as of March 28, 2001 by and between THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY (hereinafter called the “Port Authority”) and NEW YORK TELECOM PARTNERS, LLC (hereinafter called the “Permittee”),
CONSENT TO CHANGE IN OWNERSHIP and AMENDMENT OF AGREEMENTLicense Agreement • June 21st, 2011 • Boingo Wireless Inc • Communications services, nec
THIS CONSENT TO CHANGE IN OWNERSHIP AND AMENDMENT OF AGREEMENT (“Consent and Amendment”) is entered into as of June 22, 2006, by and between CHICAGO CONCOURSE DEVELOPMENT GROUP, LLC, a Delaware limited liability company (“Licensee”), and the CITY OF CHICAGO (the “City”), acting through the Commissioner of the Department of Aviation of the City of Chicago.
COOPERATION AGREEMENTCooperation Agreement • June 1st, 2016 • Boingo Wireless Inc • Communications services, nec • Delaware
LOS ANGELES, Calif. — June 1, 2016 — Boingo Wireless (NASDAQ: WIFI) (the “Company”), the leading distributed antenna system (“DAS”) and Wi-Fi provider that serves consumers, carriers and advertisers worldwide, today announced that it has agreed to appoint three new independent directors, Maury Austin, David Cutrer and Kathleen Misunas, to the Company’s Board of Directors. Mr. Austin’s and Mr. Cutrer’s appointments will be effective immediately and Ms. Misunas will be appointed immediately following the 2016 Annual Meeting of Stockholders to be held on June 9, 2016. With the addition of these directors, Boingo’s Board will be expanded from six to nine directors, eight of whom will be independent.
CONFIDENTIAL TREATMENT REQUESTED.License Agreement for Wireless Communications Access System • July 20th, 2018 • Boingo Wireless Inc • Communications services, nec
This 2018 Amendment to November 17, 2005 License Agreement for Wireless Communications Access System between City of Chicago and Chicago Concourse Development Group, LLC (“2018 Amendment”) is made as of March 31, 2018 by and between the CITY OF CHICAGO, an Illinois municipal corporation, (the “City”) and CHICAGO CONCOURSE DEVELOPMENT GROUP, LLC, a subsidiary of BOINGO WIRELESS, INC. (subsidiary and parent company hereby collectively referred to as “Boingo”).
CONFIDENTIAL TREATMENT REQUESTEDTelecommunications Network Access Agreement • April 29th, 2011 • Boingo Wireless Inc • Communications services, nec • New York
THIS AGREEMENT, made as of the 26th day of August, 1999, by and between THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY (hereinafter called the “Port Authority”) a body corporate and politic created by Compact between the States of New York and New Jersey, with the consent of the Congress of the United States of America and having an office at One World Trade Center, in the City, County and State of New York, and NEW YORK TELECOM PARTNERS, LLC, a limited liability company organized under the laws of the State of Delaware, having an office and place of business at 158 Third Street, Mineola, New York 11501, (herein-after called the “Permittee”) whose representative is Richard J. DiGeronimo.
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 14th, 2011 • Boingo Wireless Inc • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 27, 2006 by and among Boingo Wireless, Inc. (the “Company”), and those stockholders of the Company identified on the signature pages attached hereto (the “Preferred Holders”).
Boingo Wireless, Inc. 10960 Wilshire Blvd., 23rd Floor Los Angeles, CA 90024 February 3, 2020Employment Agreement • April 28th, 2021 • Boingo Wireless, Inc. • Communications services, nec • California
Boingo Wireless, Inc. (the “Company”) is pleased to offer you employment on the terms set forth in this letter agreement (the “Agreement”), effective as of February 24, 2020 (the “Effective Date”).
TRANSITION AGREEMENTTransition Agreement • August 14th, 2012 • Boingo Wireless Inc • Communications services, nec • California
THIS TRANSITION AGREEMENT (this “Agreement”) is entered into as of June 29, 2012, by and between Niels Jonker (the “Jonker”); ACMECORP LLC, a Virginia limited 1iability company (“ACMECORP”, and jointly and severally with Jonker, the “Executive”)); and Boingo Wireless, Inc., a Delaware corporation (the “Company”).
VESTING EXTENSION AGREEMENTVesting Extension Agreement • February 3rd, 2016 • Boingo Wireless Inc • Communications services, nec
THIS VESTING EXTENSION AGREEMENT is entered into as of February 1, 2016, by BOINGO WIRELESS, INC., a Delaware corporation (the “Company”), and [ ] (the “Executive”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 10th, 2015 • Boingo Wireless Inc • Communications services, nec • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of August 7, 2015 (the “First Amendment Effective Date”) among BOINGO WIRELESS, INC., a Delaware corporation (the “Company”), New York Telecom Partners, LLC, a Delaware limited liability company (“NY Telecom” and together with the Company, each a “Borrower” and collectively, the “Borrowers”), the Guarantors, the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 2nd, 2018 • Boingo Wireless Inc • Communications services, nec • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of August 1, 2018 among BOINGO WIRELESS, INC., a Delaware corporation (the “Company”), New York Telecom Partners, LLC, a Delaware limited liability company (“NY Telecom” and together with the Company, each a “Borrower” and collectively, the “Borrowers”), the Guarantors, the Lenders party hereto, the L/C Issuers party hereto, and BANK OF AMERICA, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
BOINGO WIRELESS, INC. 10960 WILSHIRE BLVD., SUITE 800 LOS ANGELES, CA 90024 February 21, 2019Employment Agreement • March 1st, 2019 • Boingo Wireless Inc • Communications services, nec • California
Boingo Wireless, Inc. (the “Company”) is pleased to offer you employment on the terms set forth in this letter agreement (the “Agreement”).
BOINGO WIRELESS, INC. AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 13th, 2011 • Boingo Wireless Inc • Communications services, nec • California
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Amendment”) is made by and among Boingo Wireless, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company (the “Preferred Holders”), as of this 12th day of April, 2011.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 5th, 2018 • Boingo Wireless Inc • Communications services, nec • New York
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of October 1, 2018 among BOINGO WIRELESS, INC., a Delaware corporation (the “Company”), NEW YORK TELECOM PARTNERS, LLC, a Delaware limited liability company (“NY Telecom” and together with the Company, each a “Borrower” and collectively, the “Borrowers”), the Guarantors, the Lenders party hereto, the L/C Issuers party hereto, and BANK OF AMERICA, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
Dealer Name and Address: Date: October 3, 2018Call Option Transaction • October 5th, 2018 • Boingo Wireless Inc • Communications services, nec
To: Boingo Wireless, Inc. 10960 Wilshire Blvd., 23rd Floor Los Angeles, California 90024 Attention: Peter Hovenier Telephone No.: Facsimile No.:
10960 WILSHIRE BOULEVARD LOS ANGELES, CALIFORNIA OFFICE LEASE AGREEMENT BETWEEN CA-10960 WILSHIRE LIMITED PARTNERSHIP, a Delaware limited partnership (“LANDLORD”) AND BOINGO WIRELESS, INC., a Delaware corporation (“TENANT”)Office Lease Agreement • January 14th, 2011 • Boingo Wireless Inc • California
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the day of , 2007, by and between CA-10960 WILSHIRE LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and BOINGO WIRELESS, INC., a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Schedule 1 to Exhibit C (List of Architects, Engineers & Other Consultants), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions), Exhibit F-1 (Premises Furniture), Exhibit G (Parking Agreement), Exhibit H (Asbestos Notification), Exhibit I (Cleaning Specifications), Exhibit J (Letter of Credit), Exhibit K (HVAC Specifications), Exhibit L (Form of Landlord’s Lien Release Regarding Third Party Equipment Leases), and Exhibit M (Form of Recognition, Non-Disturbance and Attornment Agreement from
SUPPLEMENTAL AGREEMENTSupplemental Agreement • November 10th, 2014 • Boingo Wireless Inc • Communications services, nec
THIS AGREEMENT, made as of November 30, 2006 by and between THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY (hereinafter called the “Port Authority”) and NEW YORK TELECOM PARTNERS, LLC (hereinafter called the “Permittee”),
CONFIDENTIAL TREATMENT REQUESTEDTelecommunications Network Access Agreement • November 10th, 2014 • Boingo Wireless Inc • Communications services, nec
This SUPPLEMENTAL AGREEMENT (this “Supplement”) is made as of July 21, 2014 by and between THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY (the “Port Authority”) and NEW YORK TELECOM PARTNERS, LLC (the “Permittee”). The Port Authority and the Permittee are sometimes referred to individually as “Party” or together as the “Parties”.
August 19, 2013 Executive Director The Port Authority of NY & NJTelecommunications Network Access Agreement • November 12th, 2013 • Boingo Wireless Inc • Communications services, nec
LENDER JOINDER AGREEMENTLender Joinder Agreement • February 25th, 2016 • Boingo Wireless Inc • Communications services, nec • New York
THIS LENDER JOINDER AGREEMENT (this “Agreement”) is entered into as of February 23, 2016, among BOINGO WIRELESS, INC., a Delaware corporation (the “Company”), NEW YORK TELECOM PARTNERS, LLC, a Delaware limited liability company (“NY Telecom” and together with the Company, each a “Borrower” and collectively, the “Borrowers”), the Guarantors, the Lenders, the L/C Issuers, BANK OF AMERICA, N.A., as Administrative Agent, and CITIZENS BANK, N.A. (the “New Lender”).
SUPPLEMENTAL AGREEMENTSupplemental Agreement • November 10th, 2014 • Boingo Wireless Inc • Communications services, nec
THIS AGREEMENT, made as of June 30, 2002 by and between THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY (hereinafter called the “Port Authority”) and NEW YORK TELECOM PARTNERS, LLC (hereinafter called the “Permittee”),
ASSET PURCHASE AGREEMENT BY AND AMONGAsset Purchase Agreement • August 2nd, 2018 • Boingo Wireless Inc • Communications services, nec • Delaware
This ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of August 1, 2018, by and among Boingo Wireless, Inc., a Delaware corporation (“Parent”), Boingo MDU, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Buyer”), Elauwit Networks, LLC, a South Carolina limited liability company (“Seller”), Daniel McDonough, Jr., Barry Rubens Taylor Jones (each, together with their respective Affiliates, a “Principal Member” and together the “Principal Members”) and, solely with respect to Article VII, Elauwit, LLC and DragonRider Enterprises, LLC (each a “Member” and together, the “Members”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE BOTH the registrant customarily and actually treats SUCH information as private or confidential and the omitted information is not material, AND HAS BEEN MARKED WITH “[***]” TO...Asset Purchase Agreement • May 28th, 2021 • Boingo Wireless, Inc. • Communications services, nec • Delaware
SECOND AMENDMENTLease Agreement • November 10th, 2014 • Boingo Wireless Inc • Communications services, nec
THIS SECOND AMENDMENT (this “Second Amendment”) is made and entered into as of August 19, 2014, by and between CA-10960 WILSHIRE LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and BOINGO WIRELESS, INC., a Delaware corporation (“Tenant”).
CODNFIDENTIAL TREATMENT REQUESTED SECURITIES PURCHASE AGREEMENT AMONG BOINGO WIRELESS, INC. AND CARDINAL GROWTH, L.P., CARDINAL-CONCOURSE, L.P., AND JOSEPH BEATTYSecurities Purchase Agreement • February 25th, 2011 • Boingo Wireless Inc • Communications services, nec • Delaware
This Securities Purchase Agreement (this “Agreement”) is entered into on May , 2006 by and among BOINGO WIRELESS, INC. a Delaware corporation (“Buyer”), and CARDINAL GROWTH, L.P., a Delaware limited partnership (“CG”), CARDINAL-CONCOURSE, L.P., a Delaware limited partnership (“CCLP”), JOSEPH BEATTY (“Beatty” with each of CG and CCLP a “Seller” and collectively, “Sellers.” Buyer and Sellers are referred to collectively herein as the “Parties”).
AMENDMENT NO. 2 LICENSE AGREEMENT “AGREEMENT” FOR WIRELESS COMMUNICATION ACCESS SYSTEMSLicense Agreement • March 16th, 2015 • Boingo Wireless Inc • Communications services, nec
This Amendment No. 2 to License Agreement for Wireless Communications Access System, by and between City of Chicago and Chicago Concourse Development Group, LLC dated November 17, 2005 (the “Agreement”), is made and entered into as of this 31st day of December 2014, by and between the City of Chicago “City”, a municipal corporation and home rule unit of government under the Constitution of the State of Illinois, and Chicago Concourse Development Group, LLC. “Licensee”, a subsidiary of Boingo Wireless Incorporated, and a Delaware Limited Liability Company. The parties hereby agree as follows:
