Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person. For purposes of this definition, "Control" (including the terms "Controlled by" and "under common Contr

Section 1.2 — Rules of Interpretation (a) Headings. The headings of Articles, Sections, Exhibits, and Schedules contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. (b) Including. The word "including" (and correlative words such as "include" and "includes") means "including without limitation" and shall not be construed to limit any ge

ARTICLE II — PURCHASE AND SALE OF LICENSES

Section 2.1 — Agreement to Purchase and Sell Subject to the terms and conditions of this Agreement and the grant of FCC Consent, Seller agrees to sell, assign, convey, transfer, and deliver to Buyer, and Buyer agrees to purchase, accept, and acquire from Seller, all of Seller's right, title, and interest in and to the License Portfolio, free and clear of all Liens other than Permitted Encumbrances and the rights of t

Section 2.2 — Excluded Assets The Parties expressly acknowledge and agree that Buyer is acquiring only the License Portfolio (i.e., the bare FCC spectrum licenses) and no other assets of Seller. All other assets of Seller are expressly excluded from the Transaction and shall be retained by Seller (collectively, the "Excluded Assets"), including without limitation: (a) all subscriber accounts, customer contracts, and

Section 2.3 — Assumed Liabilities; Excluded Liabilities (a) Assumed Liabilities. As of the Closing, Buyer shall assume and agree to pay, perform, and discharge when due the following obligations and liabilities (and only the following obligations and liabilities) (collectively, the "Assumed Liabilities"): (i) all obligations arising under the Licenses from and after the Closing Date, including all future Buildout Req

ARTICLE III — PURCHASE PRICE AND PAYMENT

Section 3.1 — Purchase Price (a) The aggregate purchase price for the License Portfolio shall be One Hundred Twenty-Six Million Five Hundred Thousand Dollars ($126,500,000) (the "Purchase Price"). (b) The Purchase Price is a fixed amount and shall not be subject to any adjustment, modification, escalation, revision, true-up, earn-out, or revision for any reason whatsoever, including without limitation any change in s

Section 3.2 — Earnest Money Deposit (a) Within five (5) Business Days following the execution of this Agreement (i.e., on or before September 29, 2022), Buyer shall deposit, or cause to be deposited, the sum of Four Million Five Hundred Thousand Dollars ($4,500,000) (the "Earnest Money Deposit" or "Deposit") into escrow with Meridian National Bank, N.A. (the "Escrow Agent"), by wire transfer of immediately available

Section 3.3 — Payment at Closing (a) At the Closing, Buyer shall pay to Seller (or to such account or accounts as Seller may direct in writing) an amount equal to the Purchase Price less the Earnest Money Deposit, being One Hundred Twenty-Two Million Dollars ($122,000,000) (the "Closing Payment"), by wire transfer of immediately available funds in United States dollars to an account or accounts designated by Seller i

Section 3.4 — Allocation of Purchase Price (a) The Purchase Price shall be allocated among the individual Licenses comprising the License Portfolio in accordance with Schedule B attached hereto. The Parties shall negotiate in good faith to finalize the allocation set forth in Schedule B no later than thirty (30) days prior to the anticipated Closing Date. If the Parties are unable to agree on the allocation, the allo

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Buyer as follows, as of the date of this Agreement and as of the Closing Date (except where a representation or warranty is expressly made as of a specific date, in which case as of such date):

Section 4.1 — Organization and Good Standing Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Nevada (Nevada Secretary of State Entity No. E0428716302). Seller has all requisite limited liability company power and authority to own, lease, and operate its properties and assets and to carry on its business as currently conducted. Seller is duly

Section 4.2 — Authority; Enforceability (a) Seller has full limited liability company power and authority to execute, deliver, and perform this Agreement and each of the other agreements, instruments, and documents to be executed and delivered by Seller in connection with the Transaction, and to consummate the Transaction contemplated hereby. (b) The execution, delivery, and performance of this Agreement by Seller, a

Section 4.3 — Member Consents (a) Seller has obtained, or will obtain at or prior to the Closing, all consents, approvals, and authorizations required under the LLC Agreement from its members in connection with the execution, delivery, and performance of this Agreement and the consummation of the Transaction, including: (i) the consent of Garrett Nolan, Founder and Managing Member of Seller, holding a sixty-two perce

Section 4.4 — Title to Licenses (a) Seller is the lawful holder of record of each License in the License Portfolio and has good and marketable title to each such License, free and clear of all Liens, encumbrances, restrictions, conditions, options, rights of first refusal, and other similar rights of any kind, other than (i) Permitted Encumbrances and (ii) the rights of the United States Government and the FCC under

Section 4.5 — FCC Compliance; Licenses in Good Standing (a) Each License in the License Portfolio is validly issued and in full force and effect as of the date hereof. No License has been revoked, cancelled, terminated, surrendered, or modified in any material respect, and no License is subject to any conditions or restrictions other than those imposed by the FCC Rules and the terms and conditions set forth on the fa

Section 4.6 — No Conflicts; Required Consents (a) The execution, delivery, and performance by Seller of this Agreement, and the consummation of the Transaction, do not and will not (with or without notice, lapse of time, or both): (i) conflict with or violate any provision of Seller's Certificate of Organization or the LLC Agreement; (ii) conflict with, violate, or result in a breach of, or constitute a default under

Section 4.7 — Anti-Trafficking; Unjust Enrichment (a) To Seller's Knowledge, Seller has disclosed to Buyer in Schedule 4.7 whether any of the Licenses were acquired at FCC auction at a price that benefited from bidding credits, designated entity discounts, or other auction-specific discounts or preferences that could give rise to Unjust Enrichment obligations under 47 C.F.R. § 1.2111, or any successor rule, upon the

Section 4.8 — Litigation There are no actions, suits, proceedings, investigations, arbitrations, or claims (whether at law, in equity, or otherwise) pending or, to Seller's Knowledge, threatened in writing against Seller or any of its members, managers, or Affiliates relating to the License Portfolio, the Licenses, or the Transaction before any Government Authority, court, arbitral body, or other tribunal. To Seller'

Section 4.9 — Tax Matters All material Taxes due and payable by Seller with respect to the License Portfolio and the ownership and operation of the Licenses have been timely paid in full or adequately reserved for in accordance with generally accepted accounting principles. There are no pending or, to Seller's Knowledge, threatened Tax audits, assessments, or proceedings with respect to any Tax relating to the Licens

Section 4.10 — Brokers and Finders Seller has engaged Stonebridge Advisory Group LLC, 555 California Street, Suite 2100, San Francisco, California 94104 (Helen Tran, Managing Director), as its exclusive sell-side financial advisor in connection with the Transaction. Seller is solely responsible for any and all fees, commissions, and expenses payable to Stonebridge Advisory Group LLC in connection with the Transaction

Section 4.11 — No Other Representations Except for the representations and warranties expressly set forth in this Article IV, Seller makes no other representation or warranty, express or implied, at law or in equity, with respect to Seller, the License Portfolio, or the Transaction, and Seller hereby disclaims any such other representations or warranties. Without limiting the generality of the foregoing, Seller makes

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller as follows, as of the date of this Agreement and as of the Closing Date (except where a representation or warranty is expressly made as of a specific date, in which case as of such date):

Section 5.1 — Organization and Good Standing Buyer is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (Delaware Division of Corporations File No. 7284619). Buyer was incorporated on August 22, 2022, for the specific purpose of holding FCC licenses to be acquired pursuant to this Agreement and conducting wireless telecommunications activities in the Unite

Section 5.2 — Authority; Enforceability (a) Buyer has full corporate power and authority to execute, deliver, and perform this Agreement and each of the other agreements, instruments, and documents to be executed and delivered by Buyer in connection with the Transaction, and to consummate the Transaction contemplated hereby. (b) The execution, delivery, and performance of this Agreement by Buyer, and the consummation

Section 5.3 — Ownership Structure (a) Buyer is a wholly owned subsidiary of Northgate US Holdings LLC, a Delaware limited liability company formed on August 30, 2022 ("NUS Holdings"). All of the issued and outstanding shares of capital stock of Buyer are owned, directly and beneficially, by NUS Holdings, free and clear of all Liens. (b) NUS Holdings is a wholly owned subsidiary of Northgate Telecommunications PLC, a

Section 5.4 — Financial Capability (a) Buyer (through its Parent, NTP) has, and at the Closing will have, sufficient immediately available funds to pay the full Purchase Price in accordance with Section 3.3 and to perform all of Buyer's other financial obligations under this Agreement, including the Earnest Money Deposit under Section 3.2. (b) The obligations of Buyer under this Agreement, including the obligation to

Section 5.5 — FCC Qualifications (a) Buyer is qualified, or upon FCC approval of the Section 310(b)(4) Petition will be qualified, to hold the Licenses under the Communications Act, the FCC Rules, and all Applicable Law. (b) Buyer is not aware of any facts, circumstances, conditions, or events that would disqualify Buyer from holding the Licenses or from obtaining FCC Consent to the assignment of the Licenses from Se

Section 5.6 — Foreign Ownership (a) Buyer acknowledges that the Transaction involves indirect foreign ownership of Buyer by Parent (a public limited company organized under the laws of England and Wales) that exceeds the twenty-five percent (25%) benchmark under 47 U.S.C. § 310(b)(4). Specifically, upon consummation of the Transaction, Buyer will be one hundred percent (100%) indirectly owned by NTP, a foreign entity

Section 5.7 — No Conflicts; Required Consents (a) The execution, delivery, and performance by Buyer of this Agreement, and the consummation of the Transaction, do not and will not (with or without notice, lapse of time, or both): (i) conflict with or violate any provision of Buyer's Certificate of Incorporation, Bylaws, or other organizational documents, or the organizational documents of NUS Holdings or NTP; (ii) co

Section 5.8 — Litigation There are no actions, suits, proceedings, investigations, arbitrations, or claims pending or, to the knowledge of Buyer (which, for purposes of this Section 5.8, means the actual knowledge of Claire Matsuda, VP, U.S. Operations, and Priya Dasgupta, General Counsel of NTP, after reasonable inquiry), threatened in writing against Buyer or any of its Affiliates relating to the Transaction before

Section 5.9 — Brokers and Finders Buyer has not engaged any broker, finder, investment banker, or other Person whose fees, commissions, or expenses would be payable by Seller in connection with the Transaction. Neither Buyer nor any of its Affiliates has any liability or obligation to any Person for any brokerage, finder's, or other fee or commission in connection with the Transaction that could result in a claim aga

Section 5.10 — No Other Representations Except for the representations and warranties expressly set forth in this Article V, Buyer makes no other representation or warranty, express or implied, at law or in equity, with respect to Buyer, NUS Holdings, NTP, or the Transaction, and Buyer hereby disclaims any such other representations or warranties. Buyer acknowledges that it has conducted its own independent investiga

Section 6.1 — FCC Application (a) Within thirty (30) days after the date of this Agreement (i.e., on or before October 22, 2022), Buyer and Seller shall jointly prepare and file, or cause to be filed, FCC Form 603 with the FCC, requesting the consent of the FCC to the assignment of the Licenses from Seller to Buyer pursuant to Section 310(d) of the Communications Act. The form and substance of the FCC Form 603 shall

Section 6.2 — Section 310(b)(4) Petition and Foreign Ownership Compliance (a) Buyer shall prepare and file, at Buyer's sole expense, the Section 310(b)(4) Petition with the FCC, seeking approval for up to one hundred percent (100%) indirect foreign ownership of Buyer by Parent and other foreign entities in the ownership chain. (b) Buyer shall respond promptly and completely to any information requests, questions, or

Section 6.3 — Team Telecom / National Security Review (a) Buyer acknowledges that the Transaction may be subject to review by Team Telecom (the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector, established by Executive Order 13913), due to the indirect foreign ownership of Buyer by Parent, a non-U.S. entity. (b) Buyer shall cooperate fully