Contract analysis

ARTICLE 1 DEFINITIONS; INTERPRETATION

Section 1.1 — Defined Terms. All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the APA. The definitions set forth in the APA are hereby incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the te

Section 1.2 — Additional Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: (a) "Amendment Effective Date" means April 22, 2023, the date first written above. (b) "Extended Long-Stop Date" means September 30, 2023. (c) "Original Long-Stop Date" means March 15, 2023, the date set forth in Section 9.1(b) of the APA as the deadline for the Closing prior to the effectiven

Section 1.3 — Rules of Interpretation. The rules of construction and interpretation set forth in Section 1.2 of the APA (including, without limitation, provisions relating to the construction of "including," headings, and references to days and business days) shall apply to this Agreement as if fully set forth herein. The recitals set forth above are incorporated into and shall constitute a part of this Agreement for

ARTICLE 2 AMENDMENT TO LONG-STOP DATE

Section 2.1 — Extension of Long-Stop Date. Section 9.1(b) of the APA is hereby amended by deleting the date "March 15, 2023" appearing therein and replacing it with the date "September 30, 2023." Effective as of the Amendment Effective Date, all references in the APA to the "Long-Stop Date" shall hereafter mean and refer to the Extended Long-Stop Date of September 30, 2023, unless the context otherwise requires or un

Section 2.2 — Consequences of Extended Long-Stop Date. All rights, obligations, conditions, and covenants of the Parties under the APA that are conditioned upon, triggered by, calculated from, or otherwise reference or relate to the Long-Stop Date—including, without limitation: (a) the termination rights of each Party under Section 9.1(b) of the APA arising from the failure of the Closing to occur on or before the Lo

Section 2.3 — No Further Extensions. This Agreement extends the Long-Stop Date one time only. The Parties expressly acknowledge and agree that this Agreement does not grant either Party the right, option, or entitlement to any further or additional extension of the Extended Long-Stop Date beyond September 30, 2023. Any further extension of the Extended Long-Stop Date shall require the express mutual written agreement

ARTICLE 3 RESERVATION OF RIGHTS; NO PREJUDICE

Section 3.1 — Reservation of Rights Regarding Purchase Price. The Parties expressly acknowledge and agree that nothing in this Agreement shall be deemed, interpreted, or construed as: (a) an admission, acknowledgment, or concession by Buyer that any adjustment, modification, increase, or other change to the Purchase Price of One Hundred Twenty-Six Million Five Hundred Thousand Dollars ($126,500,000.00), as set forth

Section 3.2 — Reservation of All Other Rights. Except as expressly amended, modified, or supplemented by this Agreement, all terms, conditions, representations, warranties, covenants, agreements, and obligations of the Parties set forth in the APA and the Escrow Agreement shall remain in full force and effect, unmodified, unchanged, and unimpaired. The execution and delivery of this Agreement shall not constitute a n

Section 3.3 — No Waiver by Conduct. The Parties expressly agree that: (a) the Parties' entry into this Agreement; (b) any and all negotiations, communications, correspondence, discussions, or exchanges between or among the Parties, their respective officers, directors, managers, members, employees, agents, and representatives, or their respective legal counsel—including Calderwood & Harkness LLP and Broadfield Whitak

ARTICLE 4 FCC APPLICATION AND REGULATORY MATTERS

Section 4.1 — FCC Application. The Parties acknowledge and agree that FCC File No. 0010287-EX (the FCC Application) remains pending before the FCC Wireless Telecommunications Bureau as of the Amendment Effective Date and that no final action—whether by way of grant, conditional grant, denial, or dismissal—has been taken by the FCC on the FCC Application as of the Amendment Effective Date. Each Party agrees to continu

Section 4.2 — Committee Review. The Parties further acknowledge and agree that the review of the FCC Application by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (the "Committee"), established pursuant to Executive Order 13913, dated April 4, 2020, remains pending as of the Amendment Effective Date. As of the Amendment Effective Date, no adverse find

Section 4.3 — Section 310(b)(4) Petition. Buyer shall continue to diligently and in good faith prosecute the pending Petition for Declaratory Ruling filed under Section 310(b)(4) of the Communications Act, 47 U.S.C. § 310(b)(4), seeking FCC approval for up to one hundred percent (100%) indirect foreign ownership of the License Portfolio by Northgate Telecommunications PLC. Buyer shall be solely responsible for, and s

Section 4.4 — Informal Objection. The Parties acknowledge and agree that: (a) on November 28, 2022, Great Basin Rural Broadband Cooperative, a Nevada cooperative corporation, filed an informal objection with the FCC pursuant to 47 C.F.R. § 1.41 in connection with the FCC Application, alleging, among other things, concerns regarding compliance with the foreign ownership limitations set forth in Section 310(b)(4) of th

Section 5.1 — Continuation of Escrow. The Deposit of Four Million Five Hundred Thousand Dollars ($4,500,000.00) shall continue to be held by the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement. The Escrow Agreement is not amended, modified, or otherwise affected by this Agreement, except to the extent that all references in the Escrow Agreement to the "Long-Stop Date" (as such term is

Section 5.2 — Notice to Escrow Agent. Within five (5) business days following the Amendment Effective Date, the Parties shall jointly deliver a written notice to Meridian National Bank, N.A. (Attention: Sandra Okonkwo, Escrow Officer), informing the Escrow Agent of the execution and delivery of this Agreement and the extension of the Long-Stop Date from March 15, 2023 to September 30, 2023. Such notice shall be deliv

Section 5.3 — Escrow Fees. The annual escrow fee of Twelve Thousand Five Hundred Dollars ($12,500.00), together with any other fees, charges, and expenses payable to the Escrow Agent under the Escrow Agreement, shall continue to be payable by Buyer in accordance with Section 4(c) of the Escrow Agreement. For the avoidance of doubt, no additional escrow fees or charges shall be payable by Seller in connection with the

ARTICLE 6 REPRESENTATIONS AND WARRANTIES

Section 6.1 — Mutual Representations. Each Party hereby represents and warrants to the other Party, as of the Amendment Effective Date, as follows: (a) Power and Authority. Such Party has the requisite corporate or limited liability company power and authority to enter into, execute, deliver, and perform its obligations under this Agreement. (b) Due Authorization; Binding Obligation. The execution, delivery, and perf

Section 6.2 — Seller's Representation Regarding Member Consents. Seller hereby represents and warrants to Buyer that, as of the Amendment Effective Date, Seller has obtained any and all consents, approvals, authorizations, and waivers required under: (a) the LLC Agreement, including without limitation any consent or approval required under Sections 6.4, 7.2, or 8.1 thereof; and (b) any other agreement, arrangement, o

Section 6.3 — Buyer's Representation Regarding Corporate Authorization. Buyer hereby represents and warrants to Seller that, as of the Amendment Effective Date, Buyer has obtained all necessary corporate authorizations, approvals, and consents from its direct and indirect parent entities for the execution, delivery, and performance of this Agreement, including without limitation: (a) the approval of the board of mana

ARTICLE 7 MISCELLANEOUS PROVISIONS

Section 7.1 — Entire Agreement. This Agreement, together with the APA, the Escrow Agreement, and all schedules, exhibits, and annexes thereto, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and thereof, and supersedes all prior and contemporaneous negotiations, representations, understandings, agreements, and communications, whether written or oral, be

Section 7.2 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Nevada or of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada, consistent with Section 11.8 of t

Section 7.3 — Counterparts. This Agreement may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) signature pages), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Execution of this Agreement by means of Brightwater Software, Ashford Health IT, or any other electronic signature platform o

Section 7.4 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 11.1 of the APA, which are incorporated herein by reference. For purposes of this Agreement, the notice addresses of the Parties are as follows: If to Buyer: Nor

Section 7.5 — Amendment. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by both Parties. No oral agreement, course of dealing, or trade usage shall operate to amend or modify any provision of this Agreement.

Section 7.6 — No Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the Parties any right, benefit, remedy, claim, or cause of action of any kind under or by reason of this Agreement; provided, however

Section 7.7 — Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, 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 Part

Section 7.8 — Expenses. Each Party shall be solely responsible for, and shall bear, all of its own costs, fees, and expenses incurred in connection with the negotiation, preparation, execution, and delivery of this Agreement, including, without limitation, the fees, costs, and expenses of its respective legal counsel, regulatory counsel, financial advisors, and other professional advisors and consultants. No Party sh

1. Acknowledges receipt of a copy of the foregoing Amendment and Extension Agreement dated as of April 22, 2023 (the "Amendment"), by and between Northgate Wireless Americas Inc. and Ridgeline Wireless Holdings LLC;

2. Acknowledges and consents to the extension of the Long-Stop Date (as defined in the Escrow Agreement and the APA) from March 15, 2023 to September 30, 2023, as set forth in Section 2.1 of the Amendment;

3. Confirms that the Escrow Agreement and the Deposit of Four Million Five Hundred Thousand Dollars ($4,500,000.00) currently held by the Escrow Agent thereunder shall continue in full force and effect in accordance with the terms and conditions of the Escrow Agreement, as modified by Section 5.1 of the Amendment (such that all references in the Escrow Agreement to the "Long-Stop Date" shall hereafter be read as refe

4. Confirms that no event or circumstance has occurred that would, under the terms of the Escrow Agreement, require or authorize the release of the Deposit to either Party as of the date hereof. MERIDIAN NATIONAL BANK, N.A. (as Escrow Agent) 333 South Hope Street, Suite 4800 Los Angeles, California 90071 By: ________ Name: Sandra Okonkwo Title: Escrow Officer Date: ________ [Signature Page to Amendment and Extension