Contract analysis

I. Executive Summary This memorandum analyzes three available courses of action for FCC File No. 0010287-EX, the pending application for assignment of fourteen (14) Meridian Technologies-3 (Band 66) spectrum licenses — bearing call signs WQAB201 through WQAB214 — from Ridgeline Wireless Holdings LLC ("Ridgeline" or "Assignor") to Northgate Wireless Americas Inc. ("NWA" or "Assignee"), a wholly owned indirect subsidia

1. Option 1 — Maintain the Application on the Pending Docket by filing a status update letter or, preferably, a joint request for abeyance with the WTB;

2. Option 2 — Seek to Revive or Reactivate the Application if the underlying transaction is restarted following resolution of the purchase price dispute; and

3. Option 3 — Voluntarily Withdraw the Application, closing out the pending proceeding and the concurrent Section 310(b)(4) petition for declaratory ruling. Each option is analyzed along regulatory, commercial, strategic, and cost dimensions. We have also prepared a comparative analysis to facilitate discussion with the Client's commercial and legal leadership. Recommendation Summary. The preferred course of action d

II. Background and Procedural History A. The Underlying Transaction By letter of intent dated June 15, 2022, Northgate Telecommunications PLC and Ridgeline Wireless Holdings LLC agreed to negotiate the terms of an asset purchase under which Ridgeline would transfer to a Northgate subsidiary fourteen FCC wireless radio service licenses operating in the Meridian Technologies-3 band (also known as Band 66), licensed und

III. Option 1: Maintain the Application on the Pending Docket A. Description Under this option, Northgate would take action to maintain FCC File No. 0010287-EX on the WTB's pending docket by filing either (i) a unilateral status update letter or (ii) a joint request to hold the application in abeyance. A unilateral status update would be filed by NWA (through Broadfield Whitaker LLP as FCC counsel of record) and woul

IV. Option 2: Seek to Revive / Reactivate the Application A. Description Under this option, NWA and Ridgeline would seek to return FCC File No. 0010287-EX to active processing, with the objective of obtaining FCC approval for the assignment of the fourteen licenses and the concurrent Section 310(b)(4) petition. This option is contingent on a resolution of the purchase price dispute and reactivation of the underlying

V. Option 3: Voluntarily Withdraw the Application A. Description Under this option, NWA would file a voluntary request for dismissal of FCC File No. 0010287-EX with the WTB, requesting that the Bureau dismiss the pending application and close out the proceeding. The request would be filed by Broadfield Whitaker LLP as FCC counsel of record for NWA. Voluntary withdrawal would close out not only the pending assignment

VI. Comparative Analysis of Options A. Summary Table B. Key Decision Factors The choice among the three options ultimately depends on several factors that are within Northgate's commercial leadership's purview: Northgate's commercial appetite for the transaction. This is the threshold question. If there is any possibility — however remote — that Northgate wishes to pursue the Ridgeline acquisition, Option 1 should be

VII. Recommended Course of Action Based on the analysis set forth above, our primary recommendation is to pursue Option 1 (Maintain) immediately, while seeking client direction on the broader commercial question of whether to pursue or abandon the Ridgeline transaction. We recommend the following specific next steps, in order of priority:

1. Client Engagement. Contact Priya Dasgupta (General Counsel) and Thomas Brennan (SVP, Regulatory Affairs) at Northgate to discuss the Client's current commercial posture regarding the Ridgeline transaction. This discussion should reference the draft strategic recommendations letter being prepared separately by the deal team and should seek clear direction on whether Northgate wishes to preserve optionality (favorin

2. Status Update Preparation. Instruct Broadfield Whitaker LLP (Annette Galvez and Daniel Fong) to prepare a status update letter for filing with the WTB. The letter should inform the Bureau that FCC File No. 0010287-EX remains pending, that the underlying transaction is subject to ongoing commercial discussions between the parties, and that the applicant respectfully requests that the Bureau continue to hold the app

3. Outreach to Ridgeline's Counsel. Simultaneously reach out to Kevin Sato at Hargrove, Sato & Caldwell LLP to explore whether Ridgeline would join a joint stipulation for abeyance. The draft joint stipulation previously prepared by Harold Wren should be transmitted to Hargrove Sato under cover of an appropriate letter, emphasizing the mutual benefits of maintaining the application (preservation of the existing proce

4. Fallback Filing. If Ridgeline declines to participate in a joint stipulation, or if Ridgeline is non-responsive within a reasonable period (we recommend two weeks from outreach), file the unilateral status update letter promptly.

5. Expedited Timeline. The status update or abeyance request should be filed as soon as practicable. The informal Q4 2023 WTB dismissal deadline has already passed, and every additional day of inactivity increases the risk that the Bureau will act to dismiss the application sua sponte. We recommend a target filing date of no later than mid-February 2024.

6. Decision Timeline for Options 2 and 3. Advise Northgate that a decision regarding Option 2 (Revive) versus Option 3 (Withdraw) should be made no later than mid-2024. This timeline is driven by two considerations: (i) the approaching March 2025 interim buildout deadline for the three Oregon licenses (WQAB212, WQAB213, WQAB214), which means that if Northgate wishes to close the transaction and address the buildout o

VIII. Open Issues and Further Work The following items require further attention and are noted here for tracking and coordination purposes: Companion Memoranda. This memorandum should be read in conjunction with the following companion memoranda, which are being prepared in parallel: • Termination Rights / Long-Stop Date Analysis — addressing whether the APA has terminated by operation of the Long-Stop Date provision