Contract analysis

I. Purpose and Context We write on behalf of our client, Northgate Wireless Americas Inc., a Delaware corporation (Delaware File No. 7284619), which is a wholly owned subsidiary of Northgate US Holdings LLC, itself wholly owned by Northgate Telecommunications PLC (Companies House No. 08473291; LSE: NGTL) (collectively, "Northgate"), in response to your letter dated November 8, 2023, addressed to the undersigned on be

II. Status of the Asset Purchase Agreement A. Purchase Price Dispute — Reiteration of Northgate's Position We begin by addressing, once again, the purchase price dispute that has been the principal impediment to the consummation of the transaction contemplated by the APA. As you know, on or about December 14, 2022, Ridgeline delivered to Northgate a written demand seeking an upward adjustment of Fourteen Million Two

III. Earnest Money Deposit The earnest money deposit of Four Million Five Hundred Thousand Dollars ($4,500,000) — representing approximately 3.56% of the agreed purchase price of $126,500,000 — remains held in escrow by Meridian National Bank, N.A. (Escrow Officer: Sandra Okonkwo), at 333 South Hope Street, Suite 4800, Los Angeles, CA 90071, pursuant to that certain Escrow Agreement dated September 30, 2022, by and a

IV. FCC Application — Status and Northgate's Position A. Current Status of FCC File No. 0010287-EX As you are aware, FCC Form 603, together with a concurrent petition for declaratory ruling under Section 310(b)(4) of the Communications Act of 1934, as amended, were filed with the FCC on October 14, 2022, seeking FCC consent to the assignment of the fourteen (14) Meridian Technologies-3 (Band 66) Licenses from Ridgeli

V. Buildout Compliance Concerns We also wish to bring to your attention a matter of significant concern regarding FCC buildout compliance with respect to certain of the Licenses. Specifically, Northgate has identified that three of the fourteen Licenses at issue — namely, WQAB212, WQAB213, and WQAB214, which cover southern Oregon Economic Areas — have not satisfied applicable interim FCC construction benchmarks. We u

VI. Demand for Specific Response In light of the foregoing, Northgate hereby demands that Ridgeline confirm, in writing, within thirty (30) calendar days of the date of this letter — i.e., on or before December 31, 2023 — whether Ridgeline: (a) is prepared to proceed with closing the transaction contemplated by the APA at the agreed purchase price of One Hundred Twenty-Six Million Five Hundred Thousand Dollars ($126,

VII. Reservation of Rights Northgate Wireless Americas Inc., Northgate US Holdings LLC, and Northgate Telecommunications PLC each hereby expressly and comprehensively reserve all of their respective rights, remedies, claims, and defenses, whether arising under the APA, the Escrow Agreement, the Extension Agreement, applicable law (including, without limitation, the laws of the State of Nevada, to the extent governing

VIII. Closing We request that all future correspondence regarding this matter, including any response to this letter, be directed to the undersigned at Calderwood & Harkness LLP, 375 Park Avenue, 40th Floor, New York, NY 10152, with a copy to Harold Wren, Of Counsel, Communications & Regulatory Practice Group, at our Washington, DC office, 1875 K Street NW, Suite 600, Washington, DC 20006 (hwren@calderwoodharkness.co