Contract analysis

I. Introduction and Purpose of Letter We write on behalf of the Calderwood & Harkness engagement team to provide Northgate Telecommunications PLC ("NTP" or "Northgate") with a comprehensive strategic assessment and set of recommendations regarding the current dormant status of both (a) the FCC application pending before the Wireless Telecommunications Bureau under FCC File No. 0010287-EX (the "FCC Application") and (

1. The Dormant FCC Application and Risk of Dismissal. The FCC Application has been pending without any substantive activity since approximately February 2023. Informal signals from Wireless Telecommunications Bureau staff indicate that the application is at risk of dismissal for failure to prosecute.

2. The Status of the APA and Associated Termination Rights. The extended Long-Stop Date of September 30, 2023 has passed without closing, yet neither party has issued a formal termination notice. The APA remains in a state of legal ambiguity — technically in effect, but with suspended performance obligations — and the implications of this posture require careful evaluation.

3. The $4,500,000 Earnest Money Deposit Held in Escrow. The deposit remains with Meridian National Bank, N.A., and its ultimate disposition depends on the manner in which the APA is resolved. Northgate's actions (or inactions) with respect to the APA and the FCC Application will directly affect the risk of forfeiture or the prospect of recovery of this deposit. We strongly recommend scheduling a call or meeting with

II. Background and Current Status For the convenience of the Northgate team, and to ensure that all decision-makers have a common factual foundation, we set forth below a summary of the transaction background, the price dispute, and the current status of the FCC Application. This summary draws upon the transaction records in our possession and is intended to be comprehensive, though we are of course available to addr

III. FCC Application — Options and Recommendations The dormant status of FCC File No. 0010287-EX presents Northgate with three principal options, each carrying distinct advantages and risks. We address each in turn and conclude this section with our recommendation. A. Option 1: Maintain the Application on the Pending Docket (Unilateral Status Update) Under this option, NWA's counsel would file a status update letter

IV. APA Termination Rights and Status A. Analysis of the Long-Stop Date As noted above, the extended Long-Stop Date of September 30, 2023 has passed without closing of the transaction contemplated by the APA. This fact gives rise to important questions regarding the legal status of the APA and the rights and obligations of the parties thereunder. Under the APA (Section 9.1(b)(ii)), the passage of the Long-Stop Date g

V. Escrow Deposit — Recovery and Forfeiture Risk A. Current Status Pursuant to the Escrow Agreement dated September 30, 2022 (the "Escrow Agreement"), among NWA (as Buyer), Ridgeline (as Seller), and Meridian National Bank, N.A. (as Escrow Agent), an earnest money deposit in the amount of $4,500,000 (the "Deposit") was funded by NWA on September 30, 2022 and is currently held in a segregated escrow account at Meridia

VI. Additional Regulatory Considerations In addition to the three principal areas of concern identified above, we bring to Northgate's attention several ancillary regulatory and transactional considerations that may affect Northgate's decision-making and that would become directly relevant if the transaction is reactivated. A. FCC Buildout Compliance Risk — Three Oregon Licenses Three of the fourteen Licenses — speci

VII. Budget and Fee Status We take this opportunity to provide Northgate with a summary of the current fee status for this engagement, including fees billed and outstanding, and to address certain budgetary matters. A. Calderwood & Harkness Fees At the outset of the engagement, the parties agreed to a Phase 1 fee cap of $1,250,000 for work relating to the FCC Application and regulatory approvals. The current status o

VIII. Proposed Next Steps and Action Items Based on the foregoing analysis, we propose the following action items for discussion with the Northgate team:

1. Schedule a Call or Meeting. We recommend that Priya Dasgupta, Thomas Brennan, Claire Matsuda, and the Calderwood & Harkness team (Sylvia Hartwell, Harold Wren, and Simone Laroche) convene a call or meeting to discuss the recommendations set forth in this letter and to provide instructions to outside counsel. We suggest that this meeting be held within the next seven to ten business days, given the time-sensitive n

2. FCC Application. Upon instruction from Northgate, authorize Broadfield Whitaker LLP and Harold Wren to make informal contact with Wireless Telecommunications Bureau staff to gauge the current posture of the Bureau regarding FCC File No. 0010287-EX. Following that informal outreach, prepare to file either a unilateral status update letter (Option 1) or a joint abeyance request (Option 2), depending on Northgate's s

3. Ridgeline Engagement. Determine whether Northgate wishes to re-engage with Ridgeline and Hargrove, Sato & Caldwell LLP to (a) attempt resolution of the purchase price dispute, (b) pursue joint abeyance at the FCC, (c) negotiate a mutual termination of the APA and agreed disposition of the escrow deposit, or (d) allow the matter to remain dormant for an additional period. This determination should be made at the ea

4. Termination Posture. Maintain the current position of not issuing an APA termination notice. Continue to monitor all communications from Ridgeline and Hargrove, Sato & Caldwell LLP for any language that could be construed as a termination notice, an anticipatory repudiation, or a waiver of rights.

5. Escrow. No action is required with respect to the escrow at this time. Continue to monitor for any communications from Ridgeline, Hargrove Sato, or Meridian National Bank regarding the escrow. Ensure that the annual escrow maintenance fee remains current.

6. Buildout Risk. If deal reactivation is considered, commission an updated assessment of Ridgeline's buildout compliance status on the three Oregon licenses (WQAB212, WQAB213, WQAB214) in advance of the approximately March 2025 interim construction benchmark deadline. This assessment may require information from Ridgeline, and the request for such information should be coordinated with any broader re-engagement stra

7. Anti-Trafficking Analysis. Complete the license-by-license unjust enrichment analysis under 47 C.F.R. § 1.2111 currently being prepared by Harold Wren and Annette Galvez. This analysis should be finalized before any decision is made to reactivate the transaction.

8. R&W Insurance. If deal reactivation is pursued, contact Fiona Ashworth at Apex Continental Insurance Ltd. to determine the current status of the indicative R&W policy, the feasibility of refreshing the indicative terms, and the anticipated cost and timeline for re-underwriting.

9. Outstanding Invoices. Arrange for payment of the $112,600 in outstanding Calderwood & Harkness invoices at Northgate's earliest convenience.

IX. Closing Calderwood & Harkness remains fully available to discuss the matters addressed in this letter at Northgate's convenience. We recognize that the strategic decisions outlined above involve significant commercial considerations that are ultimately within Northgate's business judgment, and we are committed to supporting Northgate's decision-making process with the best legal analysis and counsel available. We

1. Draft Letter to FCC — Request for Extension of Time / Status Update (FCC File No. 0010287-EX) (Prepared by Broadfield Whitaker LLP; reviewed by Harold Wren)

2. Draft Stipulation — Joint Request to Hold FCC Application in Abeyance (FCC File No. 0010287-EX) (Prepared by Calderwood & Harkness LLP; not yet shared with Hargrove, Sato & Caldwell LLP)

3. Summary of Key APA Dates and Deadlines (Prepared by Simone Laroche and Jeffrey Park) PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION DRAFT — FOR DISCUSSION PURPOSES ONLY This letter and its enclosures are protected by the attorney-client privilege and the work product doctrine. They are intended solely for the use of the addressees and are not to be distributed, disclosed, or relied upon by any other p