Contract analysis

From: Simone Laroche <slaroche@calderwoodharkness.com> To: Priya Dasgupta <p.dasgupta@northgatetelecom.co.uk> Cc: Claire Matsuda <c.matsuda@northgatewireless.com> Subject: Northgate / Ridgeline Spectrum Acquisition — Status Update and Outstanding Invoices [Matter No. 1018-00009]

I hope this message finds you well. I am writing to provide a comprehensive status update on the Ridgeline Wireless Holdings LLC spectrum license acquisition matter (Matter No. 1018-00009). Sylvia Hartwell has asked me to reach out to schedule a call at your earliest convenience to discuss strategic next steps, given the current posture of both the FCC application and the underlying transaction. I am also following u

I have organized this update by topic for ease of reference.

As you will recall, the FCC Form 603 assignment application (FCC File No. 0010287-EX) for the 14 Meridian Technologies-3 / Band 66 licenses (call signs WQAB201 through WQAB214) from Ridgeline to Northgate Wireless Americas Inc. was filed on October 14, 2022, accepted for filing on October 28, 2022, and the subject of a public notice issued on November 3, 2022. The comment period closed on December 5, 2022, with no pe

The Wireless Telecommunications Bureau issued an information request letter dated January 19, 2023, to which our FCC regulatory co-counsel at Broadfield Whitaker LLP (Annette Galvez and Daniel Fong), with input from Harold Wren of our team, responded on February 10, 2023. Since that response, the application has been effectively dormant — no further FCC action has been taken.

I want to flag a matter requiring prompt attention. Our co-counsel at Broadfield Whitaker has informally learned from WTB staff that the application may be subject to dismissal for failure to prosecute if the underlying transaction is not reactivated. The informal indication was that this could occur as early as Q4 2023, which means the risk is now immediate and ongoing. We take this seriously and believe it warrants

Separately, the Committee for the Assessment of Foreign Participation review (under Executive Order 13913) has not yielded any adverse findings, but formal clearance has not been issued either. This process has also been in a holding pattern.

In anticipation of our call, the team has prepared two draft filings: (1) a letter to the FCC requesting that the application be maintained on the pending docket (not yet filed), and (2) a joint stipulation that could be filed by counsel for both parties requesting that the FCC hold the application in abeyance. The latter would require cooperation from Ridgeline's counsel at Hargrove, Sato & Caldwell LLP (Kevin Sato)

Finally, I want to note an additional regulatory consideration. Three of the 14 licenses covering southern Oregon — WQAB212, WQAB213, and WQAB214 — have not met their interim FCC construction benchmarks, with those benchmarks coming due in March 2025. This is a meaningful factor in evaluating whether to proceed with the acquisition on the current terms and timeline, and we have addressed it in our internal analysis.

By way of recap, the Asset Purchase Agreement was executed on September 22, 2022, between Ridgeline Wireless Holdings LLC (Seller) and Northgate Wireless Americas Inc. (Buyer) for the purchase of the 14 FCC licenses at a fixed purchase price of $126,500,000 (APA Section 3.1). The $4,500,000 earnest money deposit has been held in escrow by Meridian National Bank, N.A. (escrow officer Sandra Okonkwo) since September 30

As you will recall, Ridgeline delivered a demand on December 14, 2022, seeking a $14.2 million upward price adjustment (to $140,700,000), based on an alleged competing bid for the California EA No. 155 and 159 licenses. Northgate rejected this demand on December 19, 2022, citing the fixed-price provision in Section 3.1 and the absence of any contractual price-adjustment mechanism. That dispute has not been formally r

The original Long-Stop Date of March 15, 2023 was extended to September 30, 2023 pursuant to the Extension Agreement executed April 22, 2023. The extended Long-Stop Date passed without closing and — critically — without either party delivering a formal notice of termination under the APA. The last substantive inter-party communication was a letter from Hargrove, Sato & Caldwell dated November 8, 2023, to which Calder

The APA is therefore in an ambiguous state: it has been neither formally terminated nor actively prosecuted. The team has prepared internal memoranda analyzing termination rights and the implications of the expired Long-Stop Date, as well as the risk profile for the $4.5 million escrow deposit. We are prepared to walk through these analyses on the call. I would also note that the representations and warranties insura

**III. Strategic Recommendations — Preview**

Our team — Sylvia, Harold Wren, Jeffrey Park, and I — has prepared several internal analyses and a draft advisory letter for Northgate addressing the three principal options for the FCC application:

1. **Maintain / Preserve:** Take steps to keep the application on the WTB's pending docket without actively prosecuting the transaction. 2. **Revive and Prosecute:** Reactivate the application in connection with a relaunch of the deal, potentially on renegotiated terms. 3. **Voluntarily Withdraw:** Withdraw the application and evaluate the implications for the APA, the escrow deposit, and potential claims.

Each option carries distinct regulatory, financial, and litigation-risk implications that we believe merit a thorough discussion with you and the Northgate team, including Thomas Brennan (SVP, Regulatory Affairs), if he is available.

We would like to schedule a call at Northgate's earliest convenience — ideally within the next one to two weeks. We are mindful of the time difference across London, Arlington, New York, and Washington and are happy to accommodate scheduling accordingly. Sylvia will participate, and we would also recommend having Annette Galvez from Broadfield Whitaker join for the FCC-specific portions of the discussion.

**IV. Outstanding Invoices / Billing Matters**

I also wanted to follow up on a few outstanding billing items. Calderwood & Harkness currently has three outstanding invoices for the period October through December 2023, totaling $112,600 in accounts receivable. In addition, there is approximately $23,450 in unbilled work-in-progress as of mid-January 2024, which will appear on the next billing cycle.

For context, total Calderwood & Harkness fees billed through January 2024 are $847,320, against the Phase 1 fee cap of $1,250,000. As a reminder, the fee cap applies to FCC application and regulatory approval work only; dispute-related work is not subject to the cap. Separately, Broadfield Whitaker LLP's co-counsel fees, which are passed through to Northgate, total $318,750 billed to date.

Could I ask you to check on the status of the outstanding invoices with Northgate's accounts payable team? Please let me know if there are any questions or if I should direct billing inquiries to a different contact. Leonard Cross, our billing partner on this matter, is also available to discuss any billing questions directly.

Given the FCC dismissal risk and the need to make timely decisions about the path forward on both the application and the APA, I would encourage us to schedule the strategy call as soon as practicable. Once you confirm availability, I am happy to circulate calendar invitations and coordinate with Broadfield Whitaker.

Please do not hesitate to reach out if you have any questions in the interim. I can be reached directly at +1 (212) 506-4138, and Sylvia is available at the London office as well.

Thank you, Priya. We look forward to connecting soon.

**Simone Laroche** Lead Associate Calderwood & Harkness LLP 375 Park Avenue, 40th Floor New York, NY 10152 T: +1 (212) 506-4138 E: slaroche@calderwoodharkness.com

*This email and any attachments are confidential and may be protected by legal privilege. If you are not the intended recipient, please notify the sender immediately and delete this message. Any unauthorized review, use, disclosure, or distribution is prohibited. Calderwood & Harkness LLP is a limited liability partnership registered in the State of New York.*