Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze whether the Federal Communications Commission's anti-trafficking rules under 47 C.F.R. § 1.2111, together with the related designated entity and unjust enrichment provisions of 47 C.F.R. § 1.2110 and 47 C.F.R. Part 27, Subpart L, apply to any of the fourteen (14) Meridian Technologies-3 (Band 66) spectrum licenses currently held by Ridgeline Wireless H

II. Background: The Transaction and Licenses at Issue A. Transaction Structure The proposed transaction involves the assignment of 14 FCC Wireless Radio Service licenses from Ridgeline Wireless Holdings LLC, as assignor, to Northgate Wireless Americas Inc., as assignee, pursuant to an Asset Purchase Agreement dated September 22, 2022 (the "APA"). Assignor. Ridgeline Wireless Holdings LLC ("Ridgeline") is a Nevada lim

III. Applicable Legal Framework A. Statutory and Regulatory Authority The anti-trafficking and unjust enrichment provisions applicable to FCC spectrum licenses acquired at auction derive from a combination of statutory authority and FCC regulations. The relevant sources of law are as follows:

Section 309(j) of the Communications Act. Section 309(j) of the Communications Act of 1934, as amended, 47 U.S.C. § 309(j), authorizes the FCC to grant licenses and permits through the use of competitive bidding procedures. Congress enacted the competitive bidding provisions to promote the efficient and intensive use of the electromagnetic spectrum, to ensure that spectrum is assigned in a manner that maximizes the p

Section 1.2111(b) of the FCC's rules establishes the specific unjust enrichment repayment obligation applicable to licensees that received designated entity bidding credits. If such a licensee seeks to assign or transfer control of a license within a defined holding period following the initial license grant, the licensee must repay to the United States Treasury the unjust enrichment amount, calculated as a percentag

IV. Analysis: Applicability to Ridgeline's Licenses A. Did Ridgeline Claim or Receive Designated Entity Bidding Credits? The threshold question in the anti-trafficking analysis is whether Ridgeline claimed or received any designated entity bidding credits in connection with its acquisition of the 14 Meridian Technologies-3 licenses at Auction 97. If Ridgeline did not claim or receive any bidding credits, the unjust e

1. FCC ULS and Auction Records Review We have conducted a review of publicly available FCC records, including ULS license records for each of the 14 call signs (WQAB201 through WQAB214), FCC Auction 97 results data, and publicly available portions of Ridgeline's short-form application (FCC Form 175) submitted in connection with Auction 97. We have also reviewed the diligence materials produced by Ridgeline pursuant t

2. Preliminary Assessment Based on the foregoing review, we reach the following preliminary assessment regarding whether Ridgeline claimed or received DE bidding credits at Auction 97: If Ridgeline did NOT claim or receive any DE bidding credits at Auction 97, the unjust enrichment rules under 47 C.F.R. § 1.2111 do not apply to any of the 14 licenses, and the proposed assignment to NWA would not trigger any repayment

1. Timeline Calculation The relevant timeline for the holding period analysis is as follows: Auction Close. FCC Auction 97 closed on January 29, 2015. On that date, the FCC announced the winning bids and the identities of the winning bidders for all Meridian Technologies-3 licenses. Post-Auction Processing. Following the close of an auction, the FCC conducts a post-auction review process during which winning bidders

2. Conclusion on Holding Period Based on the foregoing analysis, we conclude that even if Ridgeline received designated entity bidding credits at Auction 97, the unjust enrichment repayment obligation has almost certainly expired. More than seven years have elapsed since the close of Auction 97, and more than seven years have elapsed since the estimated license grant date. The five-year graduated repayment schedule u

V. Due Diligence Gaps and Recommended Actions A. Outstanding Information Requests Notwithstanding the analysis set forth above, which strongly suggests that no unjust enrichment payment obligation or anti-trafficking restriction applies to the proposed assignment, several information gaps remain. We recommend that the following items be obtained before the analysis is considered final:

1. Confirmation of DE Credit Status. Formal written confirmation from Ridgeline's counsel, Kevin Sato at Hargrove, Sato & Caldwell LLP, regarding whether Ridgeline claimed or received any designated entity bidding credits at Auction 97 for any of the 14 licenses. This confirmation should specify whether Ridgeline filed its FCC Form 175 as a designated entity applicant, and if so, whether it was classified as a "small

2. FCC Form 175 and Long-Form Application. Copies of Ridgeline's FCC Form 175 (short-form application) and post-auction long-form application filed in connection with Auction 97, including all exhibits, financial certifications, and ownership disclosures. These documents will allow us to independently verify whether Ridgeline claimed DE status and, if so, the basis for its qualification claim.

3. License Grant Dates. Confirmation of the precise FCC license grant dates for each of the 14 call signs (WQAB201 through WQAB214). While we have estimated the grant dates based on typical post-auction processing timelines, precise dates are needed to confirm the holding period calculation and to document this analysis for the FCC application file. These dates should be obtainable from ULS records and/or Ridgeline's

4. Prior Assignments and Modifications. Confirmation of any prior license assignments, partitioning, disaggregation, or other dispositions involving any of the 14 licenses since original grant. If any licenses were previously assigned or if the coverage area was modified through partitioning or disaggregation, the anti-trafficking analysis may need to account for the terms of such prior transactions.

5. FCC Enforcement History. Disclosure of any prior FCC enforcement actions, letters of inquiry, notices of apparent liability, consent decrees, or other regulatory actions involving Ridgeline or any of its principals that relate to buildout compliance, anti-trafficking, designated entity qualification, or any other matter relevant to the licenses at issue. The APA includes representations and warranties regarding re

VI. Conclusions and Recommendations A. Summary Conclusions Based on the analysis set forth in this memorandum, we reach the following conclusions:

1. Primary Conclusion. Based on the information reviewed to date, it is unlikely that the anti-trafficking rules under 47 C.F.R. § 1.2111 impose any unjust enrichment payment obligation or transfer restriction on the proposed assignment of the 14 Meridian Technologies-3 licenses from Ridgeline Wireless Holdings LLC to Northgate Wireless Americas Inc. The licenses were acquired at FCC Auction 97 (the Meridian Technolo

2. Conditional Conclusion. Even if Ridgeline claimed and received designated entity bidding credits at Auction 97 — whether at the 15% small business tier or the 25% very small business tier — the five-year graduated repayment schedule under 47 C.F.R. § 1.2111(b) would have fully lapsed by approximately mid-to-late 2020 at the latest. No repayment of unjust enrichment amounts would be due in connection with the propo

3. Anti-Trafficking Prohibition. The general anti-trafficking restriction under 47 C.F.R. § 1.2111(a), which limits the resale price of auctioned licenses to the licensee's costs during the initial license term, should not prevent the proposed assignment at the agreed purchase price of $126,500,000 (or any revised price resulting from the ongoing price dispute). Ridgeline has held the licenses for more than seven yea

4. Foreign Ownership. The identity of the assignee as an indirect subsidiary of a UK-headquartered public company (Northgate Telecommunications PLC) does not independently trigger unjust enrichment considerations or anti-trafficking restrictions. The foreign ownership analysis is addressed separately under Section 310(b)(4) of the Communications Act. B. Recommended Next Steps We recommend the following next steps to

1. Obtain DE Credit Confirmation. Direct formal written inquiry to Kevin Sato at Hargrove, Sato & Caldwell LLP, requesting definitive confirmation regarding whether Ridgeline claimed or received any designated entity bidding credits at Auction 97. This inquiry should be transmitted promptly, with a requested response deadline of no later than 14 business days.

2. Verify FCC Records. Instruct Broadfield Whitaker LLP (Annette Galvez and Daniel Fong) to conduct a comprehensive review of FCC ULS records for each of the 14 call signs (WQAB201 through WQAB214), including verification of the auction of origin, the precise license grant date, the current license status, any prior assignments or modifications, and any conditions or annotations on the license records. Broadfield Whi

3. Document the Analysis. Upon receipt of the requested confirmations and FCC records verification, prepare a final version of this analysis for inclusion in the FCC application file for FCC File No. 0010287-EX. The documented analysis should be maintained in the application file in the event that FCC staff raises the anti-trafficking question during review of the Form 603 application.

4. Prepare Supplemental Exhibit (If Necessary). If the confirmed facts establish that Ridgeline did receive DE bidding credits at Auction 97, prepare a supplemental exhibit to the FCC Form 603 demonstrating the expiration of the unjust enrichment holding period. The exhibit should set forth the relevant dates (auction close, license grant, holding period expiration), the applicable regulatory provisions, and the conc

5. Monitor Transaction Status. We note that the current dormancy of the transaction — the APA has been in an effective standstill since December 2022 as a result of the purchase price dispute between Ridgeline and NWA, and the Long-Stop Date has been extended to September 30, 2023 pursuant to the Extension Agreement of April 22, 2023 — does not alter the substance of this analysis but does defer the practical need fo

VII. Appendices / Attachments Referenced The following appendices are referenced in, and should be read in conjunction with, this memorandum: Appendix A: Table of 14 FCC Wireless Radio Service Licenses — call signs WQAB201 through WQAB214, including for each license: the call sign, spectrum band and block designation, uplink and downlink frequency ranges, geographic coverage area (Economic Area), state(s) covered (Ne