Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze whether the proposed indirect foreign ownership of Northgate Wireless Americas Inc. ("NWA"), a Delaware corporation that will serve as the FCC licensee and assignee of fourteen (14) Meridian Technologies-3 (Band 66) wireless radio service licenses, is permissible under Section 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(b)(

II. Background and Transaction Overview A. The Proposed Transaction The proposed transaction involves the assignment of fourteen (14) FCC Wireless Radio Service licenses from Ridgeline Wireless Holdings LLC ("Ridgeline") to Northgate Wireless Americas Inc. ("NWA"). The transaction is structured as an asset purchase and is governed by an Asset Purchase Agreement (the "APA") executed on September 22, 2022, between Ridg

III. Statutory and Regulatory Framework A. Section 310(b) of the Communications Act — Overview

Section 310(b) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(b), establishes a tiered framework of restrictions on foreign ownership of FCC radio station licenses. This statutory scheme reflects Congress's determination that foreign ownership of U.S. radio licenses implicates important national interests and should be subject to regulatory oversight, while also recognizing that the degree of concern

Section 310(b)(1) provides an absolute prohibition on the issuance of a radio station license to, or the holding of a radio station license by, any alien or the representative of any alien. This subsection is categorical and applies without regard to the alien's country of origin or the nature of the license sought. It operates as a flat bar on direct alien licensees.

Section 310(b)(2) similarly prohibits the issuance of a radio station license to, or the holding of a radio station license by, any foreign government or any representative thereof. This provision reflects the fundamental concern that foreign sovereign entities should not directly control U.S. radio authorizations.

Section 310(b)(3) addresses direct foreign ownership of a corporate licensee. It provides that no broadcast or common carrier or aeronautical radio station license shall be granted to or held by any corporation of which more than one-fifth (20%) of the capital stock is owned of record or voted by aliens, their representatives, or by a foreign government or representative thereof, or by any corporation organized under

Section 310(b)(4) addresses indirect foreign ownership through a parent or controlling entity. It provides that no broadcast or common carrier or aeronautical radio station license shall be granted to or held by any corporation directly or indirectly controlled by another corporation of which more than one-fourth (25%) of the capital stock is owned of record or voted by aliens, their representatives, or by a foreign

IV. Proposed Ownership Structure A. Ownership Chain The proposed post-transaction ownership structure involves a three-tier chain from the FCC licensee to the ultimate foreign parent. The structure is as follows: Tier 1 — Licensee: Northgate Wireless Americas Inc. ("NWA") is a Delaware corporation, organized under Delaware File Number 7284619. NWA was incorporated on August 22, 2022, as a special-purpose entity forme

Section 310(b)(3) applies where the licensee entity itself is directly owned by foreign persons or entities. Here, NWA — the entity that will hold the FCC licenses — is directly owned 100% by NUS Holdings, a Delaware limited liability company. NUS Holdings is a U.S.-organized entity. Accordingly, there is no direct foreign ownership of the licensee entity, and the 20% hard cap of Section 310(b)(3) is not implicated.

Section 310(b)(4) applies where the licensee is controlled by another entity (the "controlling parent") and that controlling parent is in turn owned, in whole or in part, by foreign persons or entities. Here, NUS Holdings is the entity that directly controls NWA (by virtue of its 100% equity ownership), and NUS Holdings is itself 100% owned by NTP, a foreign entity organized under the laws of England and Wales. NTP's

V. Shareholder Analysis — Northgate Telecommunications PLC A. Significant Shareholders (≥5% Ownership) The Section 310(b)(4) Petition filed on October 14, 2022, identifies the following significant shareholders of NTP, each of which holds 5% or more of NTP's outstanding equity and/or voting interests as of the filing date. The identification of these shareholders is based on NTP's shareholder register and public disc

1. Thornhill Asset Management LLP — 9.7% Ownership Thornhill Asset Management LLP ("Thornhill") is a limited liability partnership organized under the laws of England and Wales, United Kingdom. Thornhill is an institutional asset management firm headquartered in London, managing diversified portfolios on behalf of institutional and high-net-worth clients. Thornhill's 9.7% ownership stake in NTP represents a portfolio

2. Sovereign Capital Partners AG — 6.3% Ownership Sovereign Capital Partners AG ("Sovereign Capital") is an Aktiengesellschaft (stock corporation) organized under the laws of Switzerland. Sovereign Capital is an investment fund management company headquartered in Glenrock Assurance, Switzerland, with additional offices in Geneva and London. Sovereign Capital's 6.3% ownership stake in NTP represents a portfolio invest

3. Dunmore Pension Trust — 5.1% Ownership Dunmore Pension Trust ("Dunmore") is a pension trust established under the laws of England and Wales, United Kingdom. Dunmore is a defined-benefit pension fund that manages retirement assets on behalf of its beneficiaries. Dunmore's 5.1% ownership stake in NTP is a passive investment held as part of the trust's diversified investment portfolio. Dunmore does not exercise opera

VI. Application of the WTO Presumption and Public Interest Analysis A. WTO-Member-Country Status The threshold determination in applying the FCC's Section 310(b)(4) framework is whether the foreign owner or owners are from WTO-member countries. As established above: • Northgate Telecommunications PLC (NTP), the ultimate foreign parent, is a public limited company organized under the laws of England and Wales, United

VII. National Security Review — Committee for the Assessment of Foreign Participation A. Executive Order 13913 and the Committee Process The Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (the "Committee") was established and formalized by Executive Order 13913, which was signed by the President on April 4, 2020. Prior to the issuance of Executive Order 1

VIII. Informal Objection by Great Basin Rural Broadband Cooperative A. Summary of the Objection On November 28, 2022, Great Basin Rural Broadband Cooperative ("Great Basin"), a Nevada cooperative providing broadband and telecommunications services in rural Nevada, filed an informal objection with the FCC in connection with the pending FCC Form 603 application and Section 310(b)(4) Petition. The informal objection was

IX. FCC Information Request and Pending Response A. WTB Information Request On January 19, 2023, the Wireless Telecommunications Bureau ("WTB") of the FCC issued an informal information request (by letter) addressed to Broadfield Whitaker LLP, counsel of record for NWA, seeking additional information regarding NTP's corporate governance and shareholder structure in connection with the pending Section 310(b)(4) Petiti