Contract analysis

I. Purpose and Executive Summary The purpose of this memorandum is to provide a comprehensive status assessment of Matter No. 1018-00009 following an extended period of dormancy and to recommend next steps, including client outreach, fee collection, and disposition of the engagement. This matter has been substantially inactive since approximately February 2023, and several critical deadlines and triggering events hav

II. Background and Transaction Overview A. Parties. The following is a detailed description of the principal parties to the transaction, their corporate structures, key personnel, and professional advisors.

1. Buyer / Assignee The designated buyer and FCC assignee is Northgate Wireless Americas Inc. ("NWA"), a Delaware corporation with its principal office at 2200 Wilson Boulevard, Suite 1450, Arlington, Virginia 22201 (Delaware Division of Corporations File No. 7284619). NWA was incorporated on August 22, 2022, as a special-purpose entity formed specifically for this transaction. NWA is 100% owned by Northgate US Holdi

2. Seller / Assignor The seller and FCC assignor is Ridgeline Wireless Holdings LLC ("Ridgeline"), a Nevada limited liability company (NV Secretary of State Entity No. E0428716302) with its principal office at 450 South Virginia Street, Suite 800, Reno, Nevada 89501. Ridgeline was founded in 2014 and operates as a regional wireless operator providing service in portions of Nevada, eastern California, and southern Ore

3. Ridgeline's Counsel Ridgeline is represented in this transaction by Hargrove, Sato & Caldwell LLP, 100 West Liberty Street, Suite 1200, Reno, Nevada 89501. The lead partner is Kevin Sato, with Mariana Quelibo serving as associate on the matter.

4. Sell-Side Financial Advisor Ridgeline engaged Stonebridge Advisory Group LLC as its sell-side financial advisor for the transaction. The Managing Director responsible for the engagement is Helen Tran, with offices at 555 California Street, Suite 2100, San Francisco, California 94104. B. Transaction Structure The transaction is structured as an asset purchase of fourteen (14) FCC spectrum licenses in the Meridian T

III. FCC Application Status A. Filing History On October 14, 2022, a joint application was filed with the Federal Communications Commission seeking consent to the assignment of the fourteen spectrum licenses from Ridgeline to NWA. The filing consisted of: (i) FCC Form 603 (Application for Assignment of Authorization); and (ii) a concurrent Petition for Declaratory Ruling under Section 310(b)(4) of the Communications

IV. APA Status and Purchase Price Dispute A. Purchase Price Dispute The transaction has been in a state of effective standstill since December 2022, when a dispute arose over the purchase price. On December 14, 2022, Ridgeline, acting through its counsel Kevin Sato at Hargrove, Sato & Caldwell LLP, sent a letter to Calderwood & Harkness LLP notifying Northgate of a demand for an upward price adjustment of $14.2 milli

V. Buildout Compliance Risk (FCC Licenses) A significant regulatory consideration affecting the viability of the transaction is the status of FCC buildout (construction) obligations applicable to the fourteen spectrum licenses. Under the FCC's rules governing Meridian Technologies-3 licenses (47 C.F.R. Part 27), licensees are required to meet specified construction benchmarks within defined timeframes or face potenti

VI. Anti-Trafficking / Unjust Enrichment Considerations An additional regulatory consideration that remains unresolved is the potential application of the FCC's anti-trafficking rules (47 C.F.R. § 1.2111) to the proposed transaction. These rules are designed to prevent licensees who acquire spectrum at FCC auction from immediately reselling ("flipping") the licenses at a profit without providing service, and to ensur

VII. Financial Status of the Engagement A. Calderwood & Harkness LLP Fees and Billing The firm's engagement on this matter is structured on an hourly-rate basis, with a blended rate estimate of approximately $875 per hour across the team of attorneys and paraprofessionals working on the matter. The engagement letter, executed on August 16, 2022, established the following fee arrangement: Phase 1 Fee Cap: A fee cap of

VIII. Summary of Outstanding Action Items The following action items are outstanding and require prompt attention. They are presented in order of priority.

1. Client Outreach (Priority). Schedule a call with Priya Dasgupta (General Counsel, NTP) and Thomas Brennan (SVP, Regulatory Affairs) to discuss the following topics: (a) Strategic direction: Does Northgate wish to pursue, abandon, or renegotiate the Ridgeline transaction? If Northgate wishes to pursue, what steps is the client prepared to take to resolve the purchase price dispute and reactivate the FCC application

2. FCC Dismissal Risk Mitigation. If the client wishes to preserve the FCC application, immediate coordination with Broadfield Whitaker LLP (Annette Galvez) should be undertaken to file a status update, letter to the WTB, or formal request for extension before the application is dismissed sua sponte. The filing should confirm the parties' continued interest in the transaction and request that the WTB maintain the app

3. Draft Joint Stipulation for Abeyance. If both parties are amenable, a joint request to hold FCC File No. 0010287-EX in abeyance could be filed with the WTB. This approach would formally acknowledge the dormancy while preserving the application for potential reactivation. However, this option requires coordination with Hargrove, Sato & Caldwell LLP and Ridgeline's affirmative agreement, which may not be forthcoming

4. APA Termination Analysis. Finalize the analysis of whether either party's termination rights have been triggered by the passage of the September 30, 2023, Extended Long-Stop Date and the implications of neither party having issued a formal termination notice. This analysis should address the following questions: (a) Whether the APA remains in force, is in a state of suspended performance, or has lapsed or terminat

5. Respond to November 8, 2023, Correspondence. Draft and send a response to the Hargrove, Sato & Caldwell LLP letter dated November 8, 2023. The response should be carefully calibrated to preserve Northgate's rights under the APA without making any concessions or admissions that could be used against Northgate in any future dispute. The response should be reviewed and approved by the Responsible Partner before trans

6. Buildout Benchmark Timeline. Monitor the March 2025 interim buildout deadline for the three southern Oregon licenses (call signs WQAB212, WQAB213, and WQAB214). Assess whether the impending deadline affects the viability of the transaction or Northgate's negotiating posture. If the transaction is reactivated, the buildout compliance status of these licenses should be a key topic in the due diligence update and in

7. R&W Insurance. Confirm the status of the indicative terms from Apex Continental Insurance Ltd. Determine whether the indicative terms remain available or have lapsed due to the passage of time or changes in the risk profile of the transaction. If the transaction is reactivated, new underwriting may be required, and the firm should be prepared to assist the client in obtaining updated R&W insurance quotes.

8. Team Telecom Clearance. Follow up on the status of the Committee for the Assessment of Foreign Participation review under Executive Order 13913. Determine whether the review has been suspended, closed, or remains nominally pending. If the transaction is reactivated, the Team Telecom review will need to be restarted or continued, and coordination with the relevant agencies (including the Department of Justice, Depa

IX. Recommendations Based on the foregoing analysis, we make the following recommendations:

1. We strongly recommend immediate outreach to the client to obtain strategic direction before taking any further substantive action on this matter. The transaction has been in a state of effective standstill for over twelve months, critical deadlines have passed, and the firm's financial exposure (in terms of outstanding A/R and ongoing time investment) continues to grow. The client's silence is not a basis for cont

2. We propose that Sylvia Hartwell, as Responsible Partner, initiate the client communication, given the seniority of the client interlocutors. The primary contacts for this discussion should be Priya Dasgupta (General Counsel, NTP) and Thomas Brennan (SVP, Regulatory Affairs). Depending on the scope of the strategic decisions to be made, it may also be appropriate to involve Marcus Enfield (CEO, NTP) in the discussi

3. We suggest preparing a concise strategic options memorandum for the client that addresses three distinct pathways and their respective implications: (a) Reactivate the transaction and FCC application. This pathway would require resolution of the purchase price dispute (either by negotiation or by Northgate's insistence on the contracted price), reactivation of the FCC application (including filing of a status upda

4. We recommend that the outstanding A/R of $112,600 be raised in the context of the strategic discussion with the client. The unpaid invoices should be addressed directly but diplomatically, and the firm should clarify whether the non-payment reflects a deliberate decision to deprioritize this engagement or is the result of administrative oversight. The firm should also consider whether to continue accruing time on

5. We recommend coordination with Harold Wren (Calderwood & Harkness, Washington, DC) and Annette Galvez (Broadfield Whitaker LLP) on the FCC dismissal risk. Harold and Annette should be briefed on the current status and asked to prepare contingency filings — including a status update letter and a draft motion to hold the application in abeyance — that can be submitted on short notice if the client authorizes preserv

6. We recommend coordination with Whitfield & Grainger LLP (Nigel Pemberton) on any tax implications of a transaction unwind, including the treatment of costs incurred to date by Northgate and NWA for U.S. and UK tax purposes, the deductibility of the escrow deposit (if forfeited), and any transfer pricing or intercompany accounting issues arising from the NTP-NUS Holdings-NWA corporate structure. Tax considerations

X. Document Attachments / Cross-References The following internal memoranda, correspondence, and transaction documents are referenced in this memorandum and should be reviewed in connection with any client outreach or further action on this matter:

1. Memorandum re: Foreign Ownership Analysis Under Section 310(b)(4) of the Communications Act (Harold Wren and Annette Galvez, October 10, 2022) — Analysis of the foreign ownership structure of NWA and the legal basis for the Section 310(b)(4) petition for declaratory ruling.

2. Memorandum re: Anti-Trafficking / Unjust Enrichment Analysis Under 47 C.F.R. § 1.2111 (Harold Wren and Daniel Fong, draft, incomplete) — Partial analysis of the applicability of anti-trafficking rules to the spectrum licenses originally acquired by Ridgeline at FCC auction.

3. Memorandum re: FCC Buildout Compliance Risk Assessment (3 Oregon Licenses — WQAB212, WQAB213, WQAB214) (Harold Wren and Daniel Fong, November 2022) — Assessment of the interim and final construction benchmark obligations applicable to the three southern Oregon licenses and the compliance risks associated with the proposed transfer.

4. Memorandum re: Analysis of Ridgeline Price Adjustment Demand Under APA Section 3.1 (Simone Laroche, December 17, 2022) — Legal analysis of Ridgeline's demand for a $14.2 million upward price adjustment and the grounds for rejection under the fixed-price provisions of the APA.

5. Letter to Hargrove, Sato & Caldwell LLP — Rejection of Price Adjustment Demand (Simone Laroche to Kevin Sato, December 19, 2022) — Formal letter rejecting Ridgeline's price adjustment demand on behalf of Northgate.

6. Extension Agreement (executed April 22, 2023) — Agreement between NWA, Ridgeline, and NTP extending the Long-Stop Date from March 15, 2023 to September 30, 2023, without prejudice to either party's position.

7. Escrow Agreement (executed September 30, 2022) — Agreement among NWA, Ridgeline, and Meridian National Bank, N.A. governing the deposit and release of the $4,500,000 earnest money deposit.

8. Hargrove, Sato & Caldwell LLP Letter dated November 8, 2023 (Kevin Sato to Simone Laroche) — Last substantive inter-party communication; received but not yet responded to as of the date of this memorandum. End of Memorandum Prepared by Simone Laroche and Jeffrey Park. Please direct any questions or comments to Simone Laroche at slaroche@calderwoodharkness.com or ext. 4217. Shareholder | Jurisdiction | Ownership (%