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).
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.
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.:
