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).
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
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.
AGREEMENT AND PLAN OF MERGER Among WHITE SANDS PARENT, INC., WHITE SANDS BIDCO, INC. and BOINGO WIRELESS, INC. Dated as of February 26, 2021Agreement and Plan of Merger • 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”).
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.
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”).
BOINGO WIRELESS, INC. 10960 WILSHIRE BLVD., SUITE 800 LOS ANGELES, CA 90024 April 11, 2011Boingo Wireless Inc • April 13th, 2011 • Communications services, nec • California
Boingo Wireless, Inc. (the “Company”) is pleased to offer you continuing employment on the following terms. This letter agreement (the “Agreement”) will become effective immediately on the date after completion by the Company of an initial public offering (the “Effective Date”). If the Company does not complete an initial public offering by December 31, 2011 or if you do not remain continuously employed by the Company from the date of this Agreement through the date of completion of such initial public offering, this Agreement will be void and of no further force and effect.
BOINGO WIRELESS, INC. 10960 WILSHIRE BLVD., SUITE 800 LOS ANGELES, CA 90024 April 22, 2013Letter 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”).
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 AGREEMENTConfidential Treatment Requested • 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”),
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.
Dealer Name and Address: Date: October 3, 2018Boingo Wireless Inc • October 5th, 2018 • Communications services, nec
To: Boingo Wireless, Inc. 10960 Wilshire Blvd., 23rd Floor Los Angeles, California 90024 Attention: Peter Hovenier Telephone No.: Facsimile No.:
CONFIDENTIAL TREATMENT REQUESTEDConfidential Treatment Requested • 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.
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”).
CONFIDENTIAL TREATMENT REQUESTED CONSENT TO CHANGE IN OWNERSHIP and AMENDMENT OF AGREEMENTChange in Ownership and Amendment of Agreement • February 25th, 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.
CONFIDENTIAL TREATMENT REQUESTED.Boingo Wireless Inc • July 20th, 2018 • 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”).
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, 2019Boingo Wireless Inc • March 1st, 2019 • 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 AGREEMENTRights 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).
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 AGREEMENTConfidential Treatment Requested • 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 REQUESTEDConfidential Treatment Requested • 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”.
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”).
August 19, 2013 Executive Director The Port Authority of NY & NJBoingo Wireless Inc • November 12th, 2013 • Communications services, nec
Boingo Wireless, Inc. 10960 Wilshire Blvd., 23rd Floor Los Angeles, CA 90024 February 3, 2020Boingo Wireless, Inc. • April 28th, 2021 • 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”).
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”).
BOINGO WIRELESS, INC. 10960 WILSHIRE BLVD., SUITE 800 LOS ANGELES, CA 90024 April 11, 2011Letter Agreement • April 13th, 2011 • Boingo Wireless Inc • Communications services, nec • California
Boingo Wireless, Inc. (the “Company”) is pleased to offer you continuing employment on the following terms. This letter agreement (the “Agreement”) will become effective immediately (the “Effective Date”).
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 AMENDMENTSecond Amendment • 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”).
CONFIDENTIAL TREATMENT REQUESTEDBoingo Wireless Inc • May 8th, 2018 • 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”).
