STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF
LIMITED LIABILITY COMPANY
NORTHGATE US HOLDINGS LLC
OFFICE OF THE SECRETARY OF STATE DIVISION OF CORPORATIONS
FILED 09:00 AM 08/30/2022
SR 20222648319
Filing Fee: $90.00
File No. 7301847
Pursuant to and in accordance with the provisions of the Delaware Limited Liability Company Act, Title 6, Chapter 18 of the Delaware Code (the "Act"), the undersigned, being an authorized person, hereby executes this Certificate of Formation for the purpose of forming a limited liability company under and subject to the laws of the State of Delaware and does hereby certify as follows:
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 "Limited Liability Company" or the abbreviation "L.L.C." or the designation "LLC."
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 corporation duly organized and existing under the laws of the State of Delaware and is located at the above registered office address in the State of Delaware. Capitol Registered Agents Inc. has consented to serve as registered agent for the limited liability company and is authorized to accept service of process on behalf of the limited liability company at the registered office address set forth above.
The designation of the registered office and registered agent set forth in this Article II is made in compliance with Section 18-104 of the Act (6 Del. C. § 18-104), which requires that each limited liability company formed under the Act shall have and maintain in the State of Delaware a registered office and a registered agent for service of process.
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 to carry on any and all activities necessary, convenient, desirable, or incidental to the foregoing.
Without limiting the generality of the foregoing, the limited liability company is being formed in connection with, and shall initially serve as, an intermediate holding entity in the ownership chain between Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales (Companies House No. 08473291), and Northgate Wireless Americas Inc., a corporation organized under the laws of the State of Delaware (Delaware File No. 7284619), and the limited liability company's initial activities shall include, among other things, holding all of the issued and outstanding shares of capital stock of Northgate Wireless Americas Inc. in connection with the proposed acquisition of Federal Communications Commission wireless spectrum licenses by Northgate Wireless Americas Inc. and related transactions.
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 act on behalf of the limited liability company shall cease upon the filing of this Certificate of Formation with the Secretary of State of the State of Delaware. Upon such filing, the members or managers of the limited liability company, as designated in the Limited Liability Company Agreement of the limited liability company (the "LLC Agreement"), shall thereupon have the authority to act on behalf of the limited liability company and shall be authorized persons within the meaning of the Act with respect to any amendment, restatement, correction, or cancellation of this Certificate of Formation and with respect to all other matters relating to the limited liability company.
EXECUTION
IN WITNESS WHEREOF, the undersigned authorized person has duly executed this Certificate of Formation of Northgate US Holdings LLC as of the 30th day of August, 2022.
AUTHORIZED PERSON:
By: ________
Name: Simone Laroche
Title: Authorized Person
Date: August 30, 2022
PREPARER INFORMATION
Prepared by: Calderwood & Harkness LLP 375 Park Avenue, 40th Floor New York, New York 10152 Telephone: (212) 558-4000
Matter No.: 1018-00009
Contact Attorneys: Simone Laroche, Partner Jeffrey Park, Associate
Client: Northgate Telecommunications PLC (Companies House No. 08473291)
Formation Notes:
This entity was formed as part of the U.S. holding structure being established in connection with the proposed acquisition of Federal Communications Commission wireless spectrum licenses. Northgate US Holdings LLC is intended to serve as an intermediate holding company, with Northgate Telecommunications PLC as its sole member. Northgate US Holdings LLC is to be the sole shareholder of Northgate Wireless Americas Inc. (a Delaware corporation, Delaware File No. 7284619, incorporated August 22, 2022). The Limited Liability Company Agreement of Northgate US Holdings LLC is expected to be entered into contemporaneously with or promptly following the filing of this Certificate of Formation.
All inquiries regarding this filing should be directed to Simone Laroche or Jeffrey Park at Calderwood & Harkness LLP at the address listed above.