X0306 4 2014-12-08 0 0001169988 BOINGO WIRELESS INC WIFI 0001132326 NEW ENTERPRISE ASSOCIATES 10 L P 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001236049 NEA PARTNERS 10 L P 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001005561 BARRIS PETER J 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001219855 BARRETT M JAMES 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001237289 SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Common Stock 2014-12-08 4 S 0 21448 7.7089 D 3980992 D Common Stock 2014-12-09 4 S 0 26992 7.7873 D 3954000 D Common Stock 2014-12-10 4 S 0 31220 7.8733 D 3922780 D The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.62 to $7.75, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1) to this Form 4. The shares are directly held by New Enterprise Associates 10, Limited Partnership ("NEA 10") and indirectly held by NEA Partners 10, Limited Partnership ("NEA Partners 10"), the sole general partner of NEA 10, and the individual general partners of NEA Partners 10 (NEA Partners 10 and its individual general partners together, the "Indirect Reporting Persons"). The individual general partners of NEA Partners 10 are Peter J. Barris, M. James Barrett and Scott D. Sandell. Each Indirect Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 10 shares in which such Indirect Reporting Person has no pecuniary interest. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.55 to $7.91, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3) in this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.75 to $7.935, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4) in this Form 4. /s/ Sasha Keough, attorney-in-fact 2014-12-10