Contract analysis

1. Summary of Ridgeline's Demand In its letter dated December 14, 2022, Ridgeline asserts that a post-signing revaluation of certain Federal Communications Commission ("FCC") Wireless Radio Service licenses covering Economic Areas Nos. 155 (Sacramento–Placer) and 159 (San Francisco–Oakland–San Jose) in California warrants an upward adjustment to the agreed purchase price in the amount of Fourteen Million Two Hundred

2. The APA Establishes a Fixed Purchase Price with No Adjustment Mechanism The purchase price payable under the APA is fixed, definite, and not subject to adjustment. Section 3.1 of the APA provides, in relevant part: "The aggregate purchase price for the Acquired Assets shall be One Hundred Twenty-Six Million Five Hundred Thousand Dollars ($126,500,000) (the 'Purchase Price'), payable in cash at the Closing in accor

3. Ridgeline's Demand Is Without Contractual Basis Northgate has undertaken a thorough review of the APA, including all schedules, exhibits, and ancillary agreements executed in connection therewith, and can identify no provision that would support Ridgeline's demand for an upward price adjustment. The existence of a purported competing bid — which, as noted above, Ridgeline has neither substantiated nor documented i

Section 7.5 of the APA further requires Ridgeline to operate the Acquired Assets in the ordinary course of business consistent with past practice during the interim period and to refrain from taking any action that would reasonably be expected to impair the value of the Acquired Assets or the ability of the parties to consummate the transactions contemplated by the APA. We are compelled to observe that Ridgeline's de

4. The Transaction Remains Pending Before the FCC The parties' transaction is currently the subject of an active regulatory proceeding before the Federal Communications Commission. The relevant procedural history is as follows: (a) On October 14, 2022, the parties jointly filed FCC Form 603 (Application for Assignment of Authorization) with the FCC's Wireless Telecommunications Bureau, seeking FCC consent to the assi

5. Reservation of Rights Northgate expressly reserves all of its rights, remedies, and claims under the APA, at law, and in equity, including without limitation: (a) The right to enforce the APA according to its terms, including the right to consummate the transactions contemplated thereby at the agreed Purchase Price of One Hundred Twenty-Six Million Five Hundred Thousand Dollars ($126,500,000); (b) The right to see

6. Request for Immediate Response Given the significance of the matters addressed in this letter and the time-sensitive nature of the pending FCC proceedings, Northgate requests that Ridgeline confirm in writing, through counsel, within ten (10) business days of the date of this letter — that is, no later than January 4, 2023 — whether Ridgeline intends to: (i) withdraw its demand for a purchase price adjustment; and