Contract analysis

I. Purpose of This Letter I am writing to you in my capacity as the Responsible Partner on the Northgate Telecommunications PLC engagement (Calderwood & Harkness Matter No. 1018-00009) to coordinate with Broadfield Whitaker on the current posture of FCC File No. 0010287-EX, the application for consent to assignment of fourteen Meridian Technologies-3 spectrum licenses from Ridgeline Wireless Holdings LLC ("Ridgeline"

II. Summary of Current Application Status For the sake of completeness and to ensure our respective records are aligned, I want to summarize the key application milestones as we understand them: Filing and Acceptance. On October 14, 2022, Broadfield Whitaker, on behalf of both Ridgeline (as assignor) and NWA (as assignee), filed FCC Form 603 together with a concurrent petition for declaratory ruling under Section 310

III. Underlying Transaction Status and Purchase Price Dispute The regulatory dormancy described above is, of course, a direct consequence of the stalled state of the underlying commercial transaction. For the benefit of your analysis, let me briefly recap the current status of the Asset Purchase Agreement: The Asset Purchase Agreement ("APA") between Ridgeline (as seller) and NWA (as buyer) was executed on September

IV. Request for Broadfield Whitaker's Assessment of WTB Staff Posture This brings me to the first of several specific requests for Broadfield Whitaker's input. As you may recall, Calderwood & Harkness understands informally — based on a conversation Harold Wren had with your colleague Daniel Fong in approximately August 2023 — that WTB staff may have indicated that the application could be subject to dismissal for fa

1. Further Informal signals. Have WTB staff communicated any further informal signals since August 2023 regarding potential dismissal of the application? Has there been any written or verbal communication from the Bureau — whether to Broadfield Whitaker directly or through other channels — suggesting that dismissal is imminent or under active consideration?

2. Likelihood and Timing of Sua Sponte Dismissal. In your judgment, what is the likelihood that the WTB will issue a sua sponte dismissal order, and what is the likely timeframe for such action? Should we expect a show-cause letter or warning before any such dismissal, or could the Bureau dismiss the application without prior notice?

3. FCC Precedent on Extended Dormancy. Are you aware of FCC precedent — whether in formal orders, letter rulings, or informal staff guidance — supporting the maintenance of assignment applications in extended dormancy where the underlying transaction is paused due to a commercial dispute between the parties? We are particularly interested in any precedent involving dormancy periods of six months or longer.

4. Procedural Mechanisms to Forestall Dismissal. What procedural mechanisms are available under FCC rules to forestall dismissal? For example, would the filing of a status update letter or a formal request for extension of time be effective in extending the life of the application? Would the Bureau be receptive to such filings, or could they have the unintended effect of prompting action? In addition, I would ask tha

V. Discussion of Draft Letter to FCC (Status Update / Extension Request) As you know, we have been holding in reserve a draft letter to the FCC that would be filed in the record of File No. 0010287-EX. I am enclosing a copy of the current draft for your review (Enclosure 1). The letter, which has not yet been filed, requests that the application be maintained on the pending docket and not dismissed for failure to pro

1. Advisability of Filing. Is it advisable to file this letter at the present time? There is a legitimate concern that filing a status update could draw the Bureau's attention to the dormancy of the application and effectively invite action that might not otherwise be taken. On the other hand, the alternative — continued silence — carries the risk that the Bureau will dismiss the application without warning. I would

2. Level of Detail Regarding Commercial Dispute. Should the letter be revised to provide more or less detail about the nature of the commercial dispute between NWA and Ridgeline? The current draft describes the situation as "ongoing negotiations regarding certain commercial terms." We could provide more specificity (e.g., identifying the price adjustment demand) if you believe that additional context would make the B

3. Optimal Timing for Submission. If we decide that filing the letter is advisable, what is the optimal timing? Should we file proactively now — in late January or early February 2024 — or should we wait for a WTB inquiry or show-cause letter and file the letter in response? A proactive filing may demonstrate good faith and diligence; a reactive filing may avoid the risk of prompting action prematurely.

4. Reference to Section 310(b)(4) Petition and Executive Order 13913 Review. Should the letter reference the still-pending Section 310(b)(4) petition and the ongoing Executive Order 13913 review? On one hand, noting that these review processes are still pending could provide an additional rationale for the delay that is independent of the commercial dispute. On the other hand, it could raise questions about why those

VI. Discussion of Draft Joint Stipulation for Abeyance In addition to the unilateral status update letter, we have also prepared — in draft form only — a joint stipulation that could be filed by counsel for both parties to the transaction, requesting that the FCC hold the application in abeyance pending resolution of the commercial dispute. I am enclosing a copy of this draft stipulation for your review (Enclosure 2)

1. Relative Effectiveness. Would a joint stipulation be more effective than a unilateral status update letter in preventing dismissal? In your experience, does the WTB give greater weight to a joint representation by both parties that the transaction remains viable?

2. FCC Rules and Precedent. Do FCC rules and precedent support the granting of abeyance in these circumstances — specifically, where the delay is attributable to a commercial dispute between private parties, rather than to a regulatory proceeding or government review? Are you aware of any instances in which the Commission has granted such a request?

3. Coordination with Opposing Counsel. Should Calderwood & Harkness initiate contact with Hargrove, Sato & Caldwell to explore Ridgeline's willingness to join the stipulation, or would it be more appropriate for Broadfield Whitaker to lead that coordination at the regulatory-counsel level? That is, would it be more effective for you to reach out directly to Kevin Sato (who, as I understand it, handles Ridgeline's FCC

4. Risks if Ridgeline Declines. If Ridgeline declines to participate in the joint stipulation, would a unilateral request for abeyance by the assignee alone be effective? Or would a unilateral filing be viewed unfavorably by the Bureau, potentially accelerating dismissal rather than preventing it? If the Bureau were to view a unilateral request as evidence that the transaction is unlikely to close, we could be worse

VII. Additional Regulatory Considerations Beyond the immediate question of application maintenance, there are several additional regulatory considerations that I would like to flag for your attention and on which I request your analysis. Buildout Compliance Risk. Our review of the license records indicates that three of the fourteen licenses — specifically, WQAB212, WQAB213, and WQAB214, which cover three Economic Ar

VIII. Billing and Fee Status I want to briefly address billing and fee matters. As you know, under the co-counsel retention arrangement governing Broadfield Whitaker's engagement on this matter, Broadfield Whitaker's professional fees and disbursements are passed through to NTP as a client-reimbursable cost, invoiced through Calderwood & Harkness. Our records indicate that Broadfield Whitaker's total fees billed to d

1. A summary of any outstanding work-in-progress or unbilled time related to the FCC application, including any time incurred in connection with the preparation of the draft filings enclosed herewith or any informal communications with WTB staff that may not yet have been invoiced.

2. Confirmation of whether any Broadfield Whitaker invoices remain unpaid by NTP. I note that Calderwood & Harkness's own records reflect outstanding accounts receivable of One Hundred Twelve Thousand Six Hundred Dollars ($112,600.00) for our October through December 2023 invoices, and I am concerned that there may be corresponding payment delays affecting Broadfield Whitaker's invoices as well. If so, I will raise t

3. An estimate of anticipated fees for the next phase of work, depending on which strategic path the client elects to pursue. It would be helpful to have a rough range for each of the three primary scenarios: (a) maintaining the application in its current dormant status with limited monitoring activity; (b) actively reviving the application and the underlying transaction, including any necessary supplemental filings,

IX. Proposed Next Steps and Timeline In terms of next steps, Calderwood & Harkness intends to schedule a call with the client in the near term — ideally within the next three to four weeks — to present strategic options and a recommended course of action. Participants on the client side would include Priya Dasgupta and Thomas Brennan, and potentially Claire Matsuda, VP of U.S. Operations at NWA, who has been increasi

X. Closing Annette, I want to express my appreciation — and the appreciation of the entire Calderwood & Harkness team — for Broadfield Whitaker's continued expertise and responsiveness on this engagement. The regulatory complexities of this transaction, including the Section 310(b)(4) petition and the Executive Order 13913 review, have been substantial, and your team's command of the FCC regulatory landscape has been