1022-00002 · Northgate Telecommunications PLC · Entity Formation & Corporate

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STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS

CERTIFICATE OF INCORPORATION

NORTHGATE WIRELESS AMERICAS INC.

A Delaware Corporation

Filed: August 22, 2022 File Number: 7284619 Effective: August 22, 2022

The undersigned, acting as incorporator for the purpose of forming a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware, Title 8 of the Delaware Code (the "DGCL"), does hereby certify as follows:

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 principal business office at any time without amendment to this Certificate of Incorporation.

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 incidental thereto, including without limitation the construction, operation, maintenance, and improvement of wireless telecommunications networks and infrastructure, the provision of wireless telecommunications services to consumers and enterprises, the acquisition and disposition of spectrum assets, and the negotiation and execution of interconnection, roaming, and wholesale access agreements with other telecommunications carriers and service providers.

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 Corporation legally available therefor.

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 formation of the Corporation, including the appointment of the initial Board of Directors named herein.

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 monetary damages for breach of fiduciary duty as a director, except for liability:

(i) for any breach of the director's duty of loyalty to the Corporation or its stockholders;

(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) under Section 174 of the DGCL, relating to unlawful payment of dividends, unlawful stock purchases, or unlawful stock redemptions; or

(iv) for any transaction from which the director derived an improper personal benefit.

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 any right or protection of a director of the Corporation with respect to any act or omission occurring prior to the time of such amendment, repeal, or modification.

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 that such person is or was a director or officer 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), against all expenses (including attorneys' fees), judgments, fines (including ERISA excise taxes and penalties), and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. The Corporation shall be required to indemnify a person in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

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 undertaking by such director or officer (or on behalf of such director or officer) to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such director or officer is not entitled to be indemnified for such expenses under this Article VIII or otherwise. The Corporation may, in the discretion of the Board of Directors, pay expenses incurred by employees and agents of the Corporation in advance of the final disposition of a Proceeding on such terms and conditions, if any, as the Board of Directors deems appropriate.

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 of this Article VIII, any person who is or was a director or officer of the Corporation shall be entitled to indemnification and Advancement of Expenses in accordance with the provisions hereof with respect to any act or omission of such person occurring prior to such 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), against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the DGCL.

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 meeting of stockholders, or by written consent of stockholders in lieu of a meeting to the extent permitted by this Certificate of Incorporation and the DGCL.

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 single class.

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, directly or indirectly, by Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales (Companies House Registration Number 08473291), whose ordinary shares are listed on the London Stock Exchange under the ticker symbol "NGTL."

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 otherwise dispose of shares of Common Stock of the Corporation in accordance with applicable law, including, without limitation, any applicable requirements of the FCC with respect to the transfer of control of FCC licensees.

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 Delaware) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for each of the following types of actions or proceedings:

(i) any derivative action or proceeding brought on behalf of the Corporation;

(ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, or other employee of the Corporation to the Corporation or the Corporation's stockholders;

(iii) any action arising pursuant to any provision of the DGCL, this Certificate of Incorporation, or the bylaws of the Corporation (as any of the foregoing may be amended from time to time); or

(iv) any action asserting a claim against the Corporation or any current or former director, officer, or other employee of the Corporation governed by the internal affairs doctrine of the State of Delaware.

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 Action") in the name of any stockholder, such stockholder shall be deemed to have consented to (a) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 12.1 of this Article XII (an "Enforcement Action") and (b) having service of process made upon such stockholder in any such Enforcement Action by service upon such stockholder's counsel in the Foreign Action as agent for such stockholder.

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 named, has executed this Certificate of Incorporation on this 22nd day of August, 2022, and does hereby affirm, under penalties of perjury, that the facts stated herein are true and that this Certificate of Incorporation is the act and deed of the undersigned incorporator.

INCORPORATOR:

By: ________

Name: Jeffrey Park

Title: Incorporator

Address:

Calderwood & Harkness LLP 375 Park Avenue, 40th Floor New York, New York 10152

Date: August 22, 2022

SECRETARY OF STATE — STATE OF DELAWARE DIVISION OF CORPORATIONS FILING ENDORSEMENT

Authenticated by the Delaware Secretary of State Jeffrey W. Bullock, Secretary of State

PREPARER INFORMATION

This Certificate of Incorporation was prepared by: