David Hagan

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BOINGO WIRELESS, INC., a Delaware Corporation (June 9th, 2017)

Boingo Wireless, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the Corporation), does hereby certify that:

Cooperation Agreement (June 1st, 2016)

This COOPERATION AGREEMENT (this Agreement) dated as of June 1, 2016, is made and entered into by Boingo Wireless, Inc., a Delaware corporation (Boingo or the Company), each of Ides Capital Management LP, Ides Capital Opportunities Fund, LP, Ides Capital Advisors LLC, Ides Capital Partners LP, Ides Capital GP LLC, Dianne McKeever, Robert Longnecker (collectively, the Ides Investors) and each of Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners, LLC, Legion Partners Asset Management, LLC, Legion Partners Holdings, LLC, Christopher S. Kiper, Bradley S. Vizi and Raymond White (collectively, the Legion Investors) (each of the Company, the Ides Investors, and the Legion Investors, a Party to this Agreement, and collectively, the Parties).

Cooperation Agreement (June 1st, 2016)

This COOPERATION AGREEMENT (this Agreement) dated as of June 1, 2016, is made and entered into by Boingo Wireless, Inc., a Delaware corporation (Boingo or the Company), each of Ides Capital Management LP, Ides Capital Opportunities Fund, LP, Ides Capital Advisors LLC, Ides Capital Partners LP, Ides Capital GP LLC, Dianne McKeever, Robert Longnecker (collectively, the Ides Investors) and each of Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners, LLC, Legion Partners Asset Management, LLC, Legion Partners Holdings, LLC, Christopher S. Kiper, Bradley S. Vizi and Raymond White (collectively, the Legion Investors) (each of the Company, the Ides Investors, and the Legion Investors, a Party to this Agreement, and collectively, the Parties).

SEE REVERSE FOR CERTAIN DEFINITIONS BOINGO WIRELESS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $0.0001 PAR VALUE EACH OF BOINGO WIRELESS, INC. Transferable on the Books of the Corporation in Person or by Attorney Upon Surrender of This Certificate Duly Endorsed or Assigned. This Certificate and the Shares Represented Hereby Ae Subject to the Laws of the State of Delaware, and to the Certificate of Incorporation and Bylaws of the Corporation, as Now or Hereafter Amended. This Certificate Is Not Valid Until Countersigned by (September 11th, 2015)

BOINGO WIRELESS, INC. 10960 WILSHIRE BLVD., SUITE 800 LOS ANGELES, CA 90024 April 22, 2013 (May 10th, 2013)

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).