20120426 Crown Castle International Corp Letter re Certificate of Merger •
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Crown Castle Tel 408-468-5400
.5. LE
890 Tasman Drive Fax 408-434-6285
Milpitas,CA 95035 www.crowncastle.com
April 26, 2012
Carolyn Lehr
City Manager
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Dear Ms. Lehr:
The purpose of this letter is to notify you that, effective April 10, 2012, NextG Networks of California,
Inc. became a wholly owned indirect subsidiary of Crown Castle International Corp. (NYSE:CCI).
Enclosed for your reference is a copy of the Certificate of Merger. Your agreement(s)with NextG
will now be managed through Crown Castle. We want to make clear that your interaction with us will
not significantly change at this time.
Please note that our address for notices under the agreement has not changed and is the following:
CROWN CASTLE
Attn: Contracts Management
890 Tasman Drive
Milpitas, CA 95035
contracts@nextgnetworks.net
Although NextG's existing insurance will remain in place through your receipt of this notice, you are
hereby notified that Crown Castle be changing the insurance carrier or carriers supplying its
coverages required under the agreement with the City. The new insurance coverage is effective
immediately and complies with the requirements of the agreement. A copy of your new insurance
certificate is enclosed for your reference.
Crown Castle and NextG will be integrating their respective systems and operations over the coming
months. If you have any questions during this integration or with regard to any aspect of your
business with us, please work with your established contact. For any additional qquestions, please
contact our Contract Management& Relations Department at 1-877-486-9377 or
contracts@nextgnetworks.net.
We look forward to continuing to provide services in the City as the newly expanded Crown Castle.
Sincerely,
David R. Elston Jr.
Supervisor, Network Real Estate
Encl.
•
g)elaware .
PAGE 1
TheeTirstStctte
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:
"CROWN CASTLE NG ACQUISITIONS CORP. ", A DELAWARE
CORPORATION,
WITH AND INTO "NEXTG NETWORKS, INC. " UNDER THE NAME OF
"NEXTG NETWORKS, INC. ", A CORPORATION ORGANIZED AND EXISTING
UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED
IN THIS OFFICE THE TENTH DAY OF APRIL, A.D. 2012, AT 10:4 5
O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.
NR V or
G1�t �<� `moi �7r,, go
•
„_ Jeffrey W. Bullock,Secretary of State
3377282 8100M ^o AUTHEN • CTION: 9491150
sqRi/
120411601
l'r,Avt�� DATE: 04-10-12
You may verify this certificate online
at corp.delaware.gov/authver.shtml
S,ta to of Delaware 11 •
Secretary of State
Division of Corporations
Delivered 10:45 AM 04/10/2012
FILED 10:45 AM 04/10/2012
SRV 320433 603 - 3377282 FILE
CERTIFICATE OF MERGER
OF
CROWN CASTLE NG ACQUISITIONS CORP.
INTO
NEXTG NETWORKS,INC.
Pursuant to Section 251 of the
General Corporation Law of the State of Delaware
Pursuant to the terms and provisions of Section 251 of the General Corporation Law of
the State of Delaware, as amended (the "Ocl,"), the undersigned corporation, NextG
Networks,Inc,,a Delaware corporation(the"CorpQ r tion"),does hereby certify the following as
to the merger (the "Merger") of Crown Castle NCS Acquisitions Corp., a Delaware corporation
("Non-survivor"),with and into the Corporation:
FIRST: The name and state of Incorporation of each of the constituent corporations to
the Merger are as follows:
Name a.WL.d.11104NMatiQU
CROWN CASTLE NG Delaware
ACQUISMONS CORP.
NEXTG NETWORKS,INC. Delaware
SECOND: An agreement and plan of merger(the"agrauniand Plan of irterge_l has
been approved, adopted, certified, executed and acknowledged by each of the constituent
corporations in accordance with the requirements of Section 251 of the DGCL.
THIRD: The name of the surviving corporation in the Merger is:
NEXTG NETWORKS,INC.
FOUR.1:11 The Certificate of Incorporation of the Corporation shall be amended and
restated in its entirety by virtue of the Merger,as set forth on Exhibit A attached hereto.
FJTH. The executed Agreement and Plan of Merger is on file at the office of the
Corporation,the address of which office is:
NextG Networks,Inc.
52 2nd Avenue,Suite 2200
Waltham,Massachusetts 02451
SIXTH; An executed copy of the Agreement and Plan of Merger will be fbrnished by the
Corporation, on request and without cost, to any stockholder of either the Corporation or the
Non-survivor.
EVA TH: This Certificate of Merger and the Merger shall become effective upon the
filing of this Certificate of Merger with the Office of the Delaware Secretary of State.
[REMAINIDER OF PAGE INTENTIONALLY BLANK)
2
N WITNESS WHEREOF,the Corporation has caused this Certificate of Merger to be
executed by its duly authorized officer as of this day of April,2412.
NEXTG 'TW f " : N'
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By: A.1
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Name; , Ao , •54(\v
Title:
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[See attached]
4110
a .
CERTIFICATE OF INCORPORATION
OF
NEXTG NETWORKS,INC.
FIRST: The name of the corporation is NextG Networks, Inc. (hereinafter called the
"Corporation").
SECOND: The address of the Corporation's registered office in the State of Delaware is The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801,
County of New Castle,and the name of the Corporation's registered agent shall be The Corporation Trust
Company,
THIRD: The nature of the business purposes to be conducted or promoted by the Corporation is
to engage in any lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH: The election of directors need not be by written ballot unless the bylaws of the
Corporation("Bylaws")shall so provide.
FIFTH: The total number of shares of stock which the Corporation shall have the authority to
issue is one thousand(1,000)shares of common stock with a par value of one cent($.01)per share,
SIXTH: The number of the directors of the Corporation shall be as specified in,or determined in
the manner provided in the Bylaws.
SEVENTH: In furtherance of the powers conferred upon the Board by law,the Board shalt have
theP ower from time to time to make, alter, amend,and repeal the Bylaws, subject to the rights of the
Stockholders.
officerof the Corporation,or anyperson serving as a director or officer
EIGHTH: A director or r'p Corporation another corporation at the request of the Corporation,shall not be personally liable to the
or Stockholders for monetary damages for breach of fiduciary duty as a director or officer to the fullest
extent permitted by law from time to time.
The Corporation shall,to the extent permitted by law from time to time, Indemnify any person
who is or was a director,officer,employee or agent of the Corporation or is or wasserving at the request
of the Corporation as a director, officer, employee or agent of another corporation, partnership,joint
venture,trust,employee benefit plan or other enterprise or entity from and against any and all expenses,
liabilities or losses asserted against,or incurred by any such person in any such capacity,or arising out of
his or her status as such;and the indemnification authorized herein shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under
theBylaws, an agreement, a vote of
Stockholders or disinterested directors or otherwise,both as to action in his or her official capacity and as
to action in another capacity while holding such office,and shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
The Corporation is, to the extent permitted by law from time to time,authorized to purchase and
maintain insurance and to use other arrangements (including, without limitation, trust funds, security
interests, or surety arrangements) to protect itself or any pe rson who is or was a director, officer,
employee or agent of the Corporation or serving at the request of the Corporation as a director, officer,
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employee or agent of another corporation,partnership,joint venture,trust,employee benefit plan or other
enterprise or entity against any expense,liability or loss asserted against,or incurred by any such person
in any such capacity,or arising out of his or her status as such,whether or not the Corporation would have
the power to indemnify such person against such expense, liability or loss under the Delaware General
Corporation Law.
Any amendments or repeal of this Article Eighth(in whole or in part)shall not adversely affect
any right or protection existing hereunder in respect of any act or omission occurring prior to such
amendment or repeal,