Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "APA" or "Purchase Agreement" means the Asset Purchase Agreement dated as of September 22, 2022, by and between Buyer and Seller, as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms. "Buyer" means Northgate Wireless Americas Inc., a co

Section 1.2 — Rules of Construction (a) Unless the context otherwise requires, all capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement. (b) The headings and captions of the Articles, Sections, and other subdivisions of this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of any provision

ARTICLE II — DEPOSIT AND ESTABLISHMENT OF ESCROW

Section 2.1 — Delivery of Deposit (a) Within two (2) business days following the execution and delivery of this Agreement by all parties hereto, Buyer shall deposit, or cause to be deposited, with the Escrow Agent, by wire transfer of immediately available funds to the Escrow Account, the sum of Four Million Five Hundred Thousand Dollars ($4,500,000). Wire transfer instructions for the Escrow Account are set forth in

Section 2.2 — Establishment of Escrow Account (a) The Escrow Agent shall establish a segregated, interest-bearing escrow account (the "Escrow Account") at Meridian National Bank, N.A. for the sole purpose of holding and investing the Deposit in accordance with this Agreement. (b) The Escrow Account shall be titled as follows: "Meridian National Bank, N.A. as Escrow Agent for Northgate Wireless Americas Inc. / Ridgeli

Section 2.3 — Investment of Deposit (a) The Escrow Agent shall invest and reinvest the Deposit (and any interest and earnings thereon) in one or more of the following Permitted Investments, as directed in writing by Buyer (or, absent written direction from Buyer, in the Default Investment specified in subsection (b) below): (i) Direct obligations of the United States of America, or obligations the full and timely pay

ARTICLE III — DISBURSEMENT OF ESCROW DEPOSIT

Section 3.1 — Release to Seller Upon Closing (a) Upon the Closing of the transactions contemplated by the Purchase Agreement, the Escrow Agent shall disburse the entire Deposit (together with all accrued and unpaid interest and earnings thereon) to Seller, or to such other person or account as may be specified in Joint Written Instructions, in accordance with Joint Written Instructions delivered to the Escrow Agent b

Section 3.2 — Return to Buyer Upon Termination (a) Upon termination of the Purchase Agreement by Buyer in accordance with the terms thereof, including, without limitation, (i) termination by Buyer for the failure of one or more conditions to Closing set forth in Article VII of the Purchase Agreement, (ii) termination by Buyer upon expiration of the Long-Stop Date where Seller is in material breach of its obligations

Section 3.3 — Release to Seller Upon Buyer Default (a) If the Purchase Agreement is terminated by Seller due to a material breach or default by Buyer (as defined in the Purchase Agreement), or if Buyer fails to consummate the Closing when all conditions precedent to Buyer's obligation to close have been satisfied or waived, the Escrow Agent shall disburse the Deposit (together with all accrued and unpaid interest and

Section 3.4 — Release Upon Joint Written Instructions At any time during the term of this Agreement, regardless of whether the Purchase Agreement has been terminated or the Closing has occurred, the Escrow Agent shall disburse all or any portion of the Deposit (together with accrued interest and earnings thereon, as applicable) in accordance with Joint Written Instructions signed by both Buyer and Seller. The Escrow

Section 3.5 — Disputes Regarding Disbursement (a) If the Escrow Agent receives conflicting or disputed instructions regarding the disbursement of the Deposit, or receives a Dispute Notice from Buyer under Section 3.3(b) or from Seller under Section 3.2(b), the Escrow Agent shall: (i) Promptly notify both Buyer and Seller in writing (which may be by email to the addresses set forth in Article VIII) that a dispute exis

Section 3.6 — No Disbursement Without Authorization (a) The Escrow Agent shall not disburse any portion of the Deposit except as expressly provided in this Article III. No disbursement shall be made based solely upon oral instructions, regardless of the source of such instructions. (b) The Escrow Agent shall have no duty to inquire into or determine the merits of any claim, dispute, demand, or assertion made by eithe

ARTICLE IV — DUTIES AND OBLIGATIONS OF ESCROW AGENT

Section 4.1 — Standard of Care (a) The Escrow Agent shall act solely as a stakeholder and depository with respect to the Deposit and shall have no duties or obligations other than those expressly set forth in this Agreement. The Escrow Agent shall not be deemed to be a trustee, fiduciary, or agent of either Buyer or Seller for any purpose, except to the limited extent expressly provided herein. (b) The Escrow Agent s

Section 4.2 — Reliance on Documents (a) The Escrow Agent shall be entitled to rely upon, and shall be fully protected in acting or refraining from acting in reliance upon, any written notice, instruction, certificate, statement, request, consent, agreement, or other document (collectively, "Documents") furnished to it hereunder and reasonably believed by it to be genuine and to have been signed, presented, or deliver

Section 4.3 — Limitation of Liability (a) The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and in the exercise of its own reasonable judgment in accordance with the terms of this Agreement, except to the extent that a court of competent jurisdiction determines by final, non-appealable judgment that any loss, liability, or expense incurred by Buyer or Seller was caus

Section 4.4 — Right to Counsel The Escrow Agent may, at any time and from time to time, consult with and obtain advice from legal counsel of its own choosing (which counsel may, but need not, be counsel to any party hereto) in connection with any question, dispute, or matter arising under or in connection with this Agreement. The Escrow Agent shall not be liable for any action taken, suffered, or omitted by it in goo

Section 4.5 — Resignation and Removal (a) Resignation. The Escrow Agent may resign from its duties and obligations under this Agreement at any time by giving not less than thirty (30) days' prior written notice of such resignation to both Buyer and Seller. Such resignation shall become effective upon the earlier of (i) the appointment of a successor escrow agent and the transfer of the Deposit to such successor, or (

Section 4.6 — Compliance with Court Orders The Escrow Agent is authorized and directed to comply with any and all final, non-appealable orders, judgments, or decrees issued by any court of competent jurisdiction regarding the disposition of the Deposit or any portion thereof, without regard to whether such order, judgment, or decree is consistent with the instructions of Buyer or Seller. Upon compliance with any such

ARTICLE V — COMPENSATION AND EXPENSES

Section 5.1 — Escrow Fee (a) Buyer shall pay to the Escrow Agent an annual escrow fee of Twelve Thousand Five Hundred Dollars ($12,500) (the "Escrow Fee") for the Escrow Agent's services rendered hereunder. (b) The initial annual Escrow Fee shall be due and payable in full upon execution of this Agreement. Thereafter, subsequent annual Escrow Fees shall be due and payable on each anniversary of the date hereof for so

Section 5.2 — Reimbursement of Expenses (a) In addition to the Escrow Fee, Buyer shall reimburse the Escrow Agent for all reasonable and documented out-of-pocket expenses incurred by the Escrow Agent in connection with the performance of its duties hereunder, including, without limitation: (i) Wire transfer fees and bank charges; (ii) Courier, delivery, and postage charges; (iii) Costs of preparing and filing tax inf

Section 6.1 — Indemnification of Escrow Agent (a) Buyer and Seller, jointly and severally, hereby agree to indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, employees, agents, successors, and affiliates (collectively, the "Indemnified Parties") from and against any and all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, judgments, costs, and ex

Section 6.2 — Survival The indemnification obligations of Buyer and Seller under this Article VI shall survive the termination of this Agreement, the resignation or removal of the Escrow Agent, the appointment of a successor escrow agent, and the disbursement of the Deposit, and shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claim for which in

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Representations and Warranties of Buyer Buyer hereby represents and warrants to Seller and the Escrow Agent as of the date hereof as follows: (a) Organization. Northgate Wireless Americas Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 7284619), and has all requisite corporate power and authority t

Section 7.2 — Representations and Warranties of Seller Seller hereby represents and warrants to Buyer and the Escrow Agent as of the date hereof as follows: (a) Organization. Ridgeline Wireless Holdings LLC 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), and has all requisite limited liabili

Section 7.3 — Representations and Warranties of Escrow Agent Escrow Agent hereby represents and warrants to Buyer and Seller as of the date hereof as follows: (a) Organization. Meridian National Bank, N.A. is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, with full power and authority to accept and perform its duties as escrow agent under thi

Section 8.1 — Notice Provisions All notices, demands, requests, consents, approvals, waivers, or other communications required or permitted to be given hereunder (each, a "Notice") shall be in writing and shall be deemed duly given and received: (a) When delivered personally to the individual designated below or to an officer of the receiving party; (b) Upon receipt when sent by a nationally recognized overnight cour

Section 8.2 — Changes in Notice Information Any party may change its address, email address, or designated contact person for Notices by providing written notice of such change to each of the other parties in accordance with the provisions of Section 8.1. Such change shall be effective upon receipt of such notice by the other parties.

ARTICLE IX — TERM AND TERMINATION

Section 9.1 — Term This Agreement shall become effective as of the date first written above and shall remain in full force and effect until the earliest to occur of the following: (a) The date on which the entire Deposit (together with all accrued interest and earnings thereon) has been fully disbursed by the Escrow Agent in accordance with the provisions of Article III hereof, and all obligations of the Escrow Agent

Section 9.2 — Survival Notwithstanding the termination of this Agreement, the provisions of Article V (Compensation and Expenses), Article VI (Indemnification), Section 4.3 (Limitation of Liability), Section 4.4 (Right to Counsel), Section 10.1 (Governing Law), and Section 10.2 (Jurisdiction and Venue) shall survive the termination of this Agreement and shall continue in full force and effect in accordance with their

Section 10.1 — Governing Law This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than th

Section 10.2 — Jurisdiction and Venue (a) Any action, suit, or proceeding arising out of, relating to, or in connection with this Agreement, or the negotiation, execution, performance, or enforcement hereof, shall be brought exclusively in the state courts of the State of California sitting in Los Angeles County, California, or in the United States District Court for the Central District of California, and each of th

Section 10.3 — Entire Agreement This Agreement, together with the Purchase Agreement, the Exhibits and Schedules hereto, and all documents and instruments delivered in connection herewith, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, understandings, and agreements, wheth

Section 10.4 — Amendments This Agreement may not be amended, modified, supplemented, restated, or waived in any respect except by a written instrument duly executed and delivered by each of Buyer, Seller, and the Escrow Agent. No amendment or modification shall be effective unless it specifically refers to this Agreement and states that it is an amendment or modification hereof.

Section 10.5 — Assignment (a) No party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each of the other parties hereto, and any purported assignment, delegation, or transfer without such consent shall be null and void and of no force or effect. (b) Notwithstanding the foregoing, Buyer may assign its rights (but not its obligations

Section 10.6 — Waiver (a) No waiver of any provision of this Agreement, and no consent to any departure from the terms hereof, shall be effective unless such waiver or consent is in writing and is signed by the party against whom enforcement of such waiver or consent is sought. (b) No failure or delay by any party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor

Section 10.7 — Severability If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In such event, the rema

Section 10.8 — Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, portable document format (.pdf), or other electronic transmission shall be effective as delivery of an original exec

Section 10.9 — No Third-Party Beneficiaries Except as expressly provided herein with respect to the indemnification of the Indemnified Parties under Article VI, this Agreement is entered into for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equ

Section 10.10 — Relationship of This Agreement to the Purchase Agreement (a) In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Purchase Agreement with respect to the handling, investment, custody, disbursement, or return of the Deposit, the terms of this Agreement shall control and govern as between the parties hereto and the Escrow Agent. The Escrow Agen

1. All licenses listed above are currently held by Ridgeline Wireless Holdings LLC and are in good standing with the FCC as of the date of this Agreement.

2. Total paired spectrum across all fourteen licenses: 39 MHz uplink (1755–1780 MHz and associated blocks) / 39 MHz downlink (2155–2180 MHz and associated blocks) (78 MHz total paired bandwidth across all service areas).

3. Covered population: Approximately 3,840,000 POPs (population units) across the service areas encompassing Nevada, eastern California, and southern Oregon.

4. The assignment of each license from Seller to Buyer is subject to the prior grant of FCC Consent, as contemplated by FCC File No. 0010287-EX.

5. Each license is subject to the regulatory obligations, buildout requirements, and conditions of authorization imposed by the FCC under Part 27 of the FCC Rules. EXHIBIT A WIRE TRANSFER INSTRUCTIONS Wire transfer instructions for the Escrow Account at Meridian National Bank, N.A. are as follows: IMPORTANT: Buyer should confirm all wire transfer instructions by telephone with the Escrow Officer prior to initiating a