Contract analysis

ARTICLE I NAME. The name of the corporation is Northgate Wireless Americas Inc. (hereinafter referred to as the "Corporation").

ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT

Section 2.1. The address of the registered office of the Corporation in the State of Delaware is: Capitol Registered Agents Inc. 850 New Burton Road, Suite 201 Dover, Delaware 19904 County of Kent

Section 2.2. The name of the Corporation's registered agent at such address is Capitol Registered Agents Inc.

Section 2.3. The principal business office of the Corporation, which is not located in the State of Delaware, is: 2200 Wilson Boulevard, Suite 1450 Arlington, Virginia 22201 The designation of the principal business office set forth in this Section 2.3 is for informational purposes only and shall not be deemed to limit or restrict the Corporation's ability to conduct business in any other location or to change its pr

ARTICLE III PURPOSE. Section 3.1. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL as the same exists or may hereafter be amended.

Section 3.2. Without limiting the generality of the foregoing, the Corporation is specifically formed to acquire, hold, manage, and operate wireless telecommunications licenses issued by the Federal Communications Commission (the "FCC"), including but not limited to licenses issued under Part 27 of Title 47 of the Code of Federal Regulations, and to engage in all activities necessary, appropriate, advisable, or incid

Section 3.3. In addition to the activities described in Section 3.2, the Corporation may engage in any and all other lawful business, whether or not related to the telecommunications industry, as the Board of Directors of the Corporation may from time to time determine, subject to applicable law and any restrictions that may be imposed by applicable regulatory authorities, including the FCC.

ARTICLE IV AUTHORIZED CAPITAL STOCK

Section 4.1. The total number of shares of capital stock that the Corporation is authorized to issue is one thousand (1,000) shares, all of which shall be of a single class designated as "Common Stock," having a par value of $0.01 per share.

Section 4.2. Each share of Common Stock shall entitle the holder thereof to one (1) vote on all matters submitted to a vote of stockholders of the Corporation. The holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock, or property of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corpor

Section 4.3. Upon the voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the net assets of the Corporation shall be distributed pro rata to the holders of shares of Common Stock.

Section 4.4. No preferred stock is authorized under this Certificate of Incorporation as of the date of the initial filing hereof. The Corporation reserves the right to authorize one or more classes or series of preferred stock in the future by amendment to this Certificate of Incorporation in accordance with the DGCL.

ARTICLE V INCORPORATOR. Section 5.1. The name and mailing address of the incorporator are as follows: Jeffrey Park Calderwood & Harkness LLP 375 Park Avenue, 40th Floor New York, New York 10152

Section 5.2. The incorporator is executing this Certificate of Incorporation for the sole purpose of forming the Corporation under the laws of the State of Delaware. The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware and the completion of any organizational actions taken by the incorporator in connection with the for

ARTICLE VI INITIAL BOARD OF DIRECTORS

Section 6.1. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors in accordance with the DGCL, this Certificate of Incorporation, and the bylaws of the Corporation.

Section 6.2. The number of directors constituting the initial Board of Directors of the Corporation shall be two (2). The names and mailing addresses of the persons who are to serve as the initial directors of the Corporation until the first annual meeting of stockholders or until their successors are duly elected and qualified, or until their earlier death, resignation, or removal, are as follows:

Section 6.3. The number of directors constituting the Board of Directors may thereafter be fixed or changed from time to time in such manner as shall be provided in the bylaws of the Corporation. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director.

ARTICLE VII LIMITATION OF DIRECTOR LIABILITY

Section 7.1. To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, no director of the Corporation shall be personally liable to the Corporation or its stockholders for

Section 7.2. If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended from time to time. Any amendment, repeal, or modification of the foregoing provisions of this Article VII shall not adversely affect

ARTICLE VIII INDEMNIFICATION. Section 8.1. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact

Section 8.2. The Corporation shall, to the fullest extent not prohibited by the DGCL as it now exists or may hereafter be amended, pay the expenses (including attorneys' fees) incurred by any director or officer of the Corporation in defending any Proceeding in advance of its final disposition (an "Advancement of Expenses"); provided, however, that such Advancement of Expenses shall be made only upon receipt of an un

Section 8.3. The rights to indemnification and Advancement of Expenses under this Article VIII shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, any provision of this Certificate of Incorporation, the bylaws of the Corporation, any agreement, any vote of stockholders or disinterested directors, or otherwise. Notwithstanding any amendment, alteration, or repeal

Section 8.4. The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including service with respect to an employee benefit plan), a

Section 8.5. The rights conferred by this Article VIII shall be contract rights and shall continue as to any person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such person's heirs, executors, and administrators.

ARTICLE IX AMENDMENT OF CERTIFICATE OF INCORPORATION

Section 9.1. The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation.

Section 9.2. Notwithstanding anything to the contrary contained herein, any amendment, alteration, change, or repeal of any provision of this Certificate of Incorporation shall require the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, at a duly called annual or special me

ARTICLE X BYLAWS. Section 10.1. In furtherance and not in limitation of the powers conferred upon the Board of Directors by statute, the Board of Directors is expressly authorized to adopt, amend, or repeal the bylaws of the Corporation. Any adoption, amendment, or repeal of the bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the directors then in office.

Section 10.2. The stockholders of the Corporation shall also have the power to adopt, amend, or repeal the bylaws of the Corporation. Any adoption, amendment, or repeal of the bylaws of the Corporation by the stockholders shall require the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a

ARTICLE XI OWNERSHIP STRUCTURE. Section 11.1. The Corporation is formed as a wholly owned subsidiary. All issued and outstanding shares of Common Stock of the Corporation shall initially be held by Northgate US Holdings LLC, a limited liability company organized under the laws of the State of Delaware (the "Parent").

Section 11.2. For informational purposes, the ownership chain of the Corporation is as follows: (a) The Corporation, Northgate Wireless Americas Inc., is a Delaware corporation, one hundred percent (100%) of the issued and outstanding shares of which are owned, directly, by Northgate US Holdings LLC, a Delaware limited liability company; (b) Northgate US Holdings LLC is, in turn, one hundred percent (100%) owned, dir

Section 11.3. The disclosure set forth in this Article XI is provided for informational purposes only and shall not be construed to create any rights, obligations, or restrictions not otherwise provided for by law, this Certificate of Incorporation, or the bylaws of the Corporation. Nothing in this Article XI shall restrict the ability of the Parent or any subsequent stockholder to transfer, sell, assign, or otherwis

ARTICLE XII FORUM SELECTION. Section 12.1. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware, or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaw

Section 12.2. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XII. If any action the subject matter of which is within the scope of Section 12.1 of this Article XII is filed in a court other than a court located within the State of Delaware (a "Foreign

Section 12.3. Notwithstanding the foregoing, the provisions of this Article XII shall not apply to suits brought to enforce any liability or duty created by the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction. IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore nam