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M c <br /> CONSENT TO CHANGE IN CONTROL OF <br /> NEXTG NETWORKS OF CALIFORNIA,INC. <br /> SI' <br /> This Consent to Change in Control ("Consent") is granted and effective this,/ day of <br /> ‘r(1G.1\eA". , 2012 by the City of Rancho Palos Verdes, California (the "City") with <br /> respect to NextG Networks of California, Inc., a Delaware corporation("NextG"). <br /> Recitals <br /> A. NextG provides telecommunications services to wireless carriers through <br /> distributed antenna systems and other facilities located within the United States. <br /> B.. The City and NextG entered into a Right-of-Way Use Agreement dated <br /> September 6,2011 ("Agreement)that provides, in relevant part, as follows: <br /> 12. ASSIGNMENT <br /> 12.1 Transactions Requiring City Consent. Consummation of the <br /> following transactions related to this Agreement, or involving NextG,requires the <br /> prior written consent of the City Council expressed by resolution, which consent <br /> will not be unreasonably withheld,conditioned, or delayed: <br /> (ii) Any merger, consolidation, reorganization, business <br /> combination, or other transaction wherein or whereby 20 percent or more of the <br /> ownership interests in NextG, or in any parent company of NextG, will be <br /> affected and control of NextG will change or be subject to change. As used <br /> herein, "control"means the possession,direct or indirect, of the power to direct or <br /> cause the direction of the management and policies of NextG. A duly executed <br /> copy of any written instrument evidencing the closing and consummation of any <br /> such transaction must be filed in the office of the City Clerk. <br /> C. NextG is a wholly-owned subsidiary of NextG Networks, Inc., a Delaware <br /> corporation ("Parent"). On December 15, 2011, Parent entered into an Agreement and Plan of <br /> Merger with, among others, Crown Castle International Corp. (NYSE:CCI), a Delaware <br /> corporation ("CCI"), whereby Parent will become a wholly-owned indirect subsidiary of CCI <br /> and a wholly-owned direct subsidiary of Crown Castle Solutions Corp. ("Solutions"), and <br /> thereby effect a change in control of Parent(sometimes referred to as the "Merger"). <br /> D. NextG will remain a separate and existing legal entity following the Merger, and <br /> accordingly, the parties to the Agreement will remain unchanged upon and after the effective <br /> date of the change of control transaction. <br /> E. The City is willing to grant its prior written consent to the change in control of <br /> NextG as provided under the Agreement on the terms and conditions set forth below. <br /> F-6 <br /> 3044 005 1a100108 <br /> 1 <br />