Contract analysis

ARTICLE I — NAME The name of the limited liability company formed hereby is: Northgate US Holdings LLC The name of the limited liability company as set forth above complies with the requirements of Section 18-102 of the Act (6 Del. C. § 18-102) and contains the designation "LLC," thereby satisfying the statutory requirement that the name of each limited liability company formed under the Act contain the words "Limite

ARTICLE II — REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of the limited liability company in the State of Delaware is: Capitol Registered Agents Inc. 1209 Orange Street Wilmington, Delaware 19801 County of New Castle The name of the registered agent of the limited liability company at such registered office is: Capitol Registered Agents Inc. Capitol Registered Agents Inc. is a corporat

ARTICLE III — PURPOSE The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act, as amended from time to time, including, without limitation, to serve as an intermediate holding entity and to acquire, hold, manage, and dispose of equity interests in one or more subsidiary entities, and

ARTICLE IV — AUTHORIZED PERSON The name and address of the authorized person executing this Certificate of Formation is: Simone Laroche Calderwood & Harkness LLP 375 Park Avenue, 40th Floor New York, New York 10152 The above-named authorized person is executing this Certificate of Formation for the sole purpose of forming the limited liability company under the Act. The powers of the authorized person named herein to