Exhibit 4.1

 


	

    	
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 the Transfer Agent.   WITNESS the facsimile seal of the Corporation and the facsimile signatures of   its duly authorized officers. COUNTERSIGNED AMERICAN STOCK TRANSFER COMPANY   NEW YORK, NY TRANSFER AGENT BY AUTHORIZED OFFICER PETER HOVENIER, SECRETARY   DAVID HAGAN, CHIEF EXECUTIVE OFFICER DATED: COMMON STOCK CUSIP09739C102 THIS   CERTIFIES THAT: PROOF IS THE OWNER OF 
    




 









	

    	
The following   abbreviations, when used in the inscription on the face of this certificate,   shall be construed as though they were written out in full according to   applicable laws or regulations: TEN COM TEN ENT JT TEN - as tenants in common   - as tenants by the entireties - as joint tenants with right of survivorship   and not as tenants in common UNIF GIFT MIN ACT -   ....................Custodian.................... (Cust) under Uniform Gifts   to Minors (Minor) Act..................................................   (State) Additional abbreviations may also be used though not in the above   list. For Value Received, hereby sell, assign and transfer unto PLEASE INSERT   SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPE   NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) Shares of the stock   represented by the within Certificate, and do hereby irrevocably constitute   and appoint Attorney to transfer the said stock on the books of the within   named Corporation with full power of substitution in the premises. Dated   NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS   WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT   ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE CORPORATION WILL   FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT   OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE   SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THE SAME   HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD TO DIVIDE   THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE RELATIVE   RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH REQUEST MAY   BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON   THIS CERTIFICATE. THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO THE NAME   AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT   ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY   A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL   OR OTHER RECOGNIZED STOCK EXCHANGE IN CONFORMANCE WITH A SIGNATURE GUARANTEE   MEDALLION PROGRAM.