1022-00002 · Northgate Telecommunications PLC · Entity Formation & Corporate

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RESOLUTIONS OF THE BOARD OF DIRECTORS

OF NORTHGATE TELECOMMUNICATIONS PLC

(Company No. 08473291)

Registered Office: 14 Cavendish Square, London W1G 0BX, United Kingdom

Written Resolutions Adopted Pursuant to the Articles of Association of Northgate Telecommunications PLC

Adopted by Unanimous Written Consent of the Board of Directors in Lieu of a Formal Meeting

August 16, 2022

The undersigned, being all of the members of the Board of Directors (the "Board") of Northgate Telecommunications PLC, a public limited company incorporated under the laws of England and Wales (Companies House No. 08473291) (the "Company" or "NTP"), acting pursuant to and in accordance with the Articles of Association of the Company and all applicable provisions of the Companies Act 2006, hereby adopt the following resolutions by unanimous written consent in lieu of a formal meeting of the Board of Directors. These resolutions shall be treated for all purposes as if adopted at a duly convened and held meeting of the Board of Directors at which a quorum was present and acting throughout.

RECITALS

WHEREAS:

A. The Company. Northgate Telecommunications PLC is a public limited company duly incorporated and validly existing under the laws of England and Wales, registered with Companies House under Company Number 08473291, with its registered office at 14 Cavendish Square, London W1G 0BX, United Kingdom. The Company's ordinary shares are admitted to trading on the London Stock Exchange under the ticker symbol "NGTL." NTP operates mobile virtual network operator ("MVNO") and enterprise software-as-a-service ("SaaS") platforms across the United Kingdom and Western Europe. As of the third quarter of fiscal year 2022, the Company has an approximate market capitalisation of £4.8 billion. The Company reported revenues of £2.31 billion for the fiscal year ended December 31, 2021, and management projects revenues of approximately £2.57 billion for the fiscal year ending December 31, 2022. The Company employs approximately 7,200 persons globally and serves enterprise and consumer customers across eleven countries.

B. Strategic Rationale for U.S. Spectrum Acquisition. The Board has received and considered presentations from management regarding a proposal to acquire direct United States wireless spectrum holdings in order to complement and enhance the Company's existing U.S. operations, which are presently conducted exclusively through MVNO arrangements with third-party mobile network operators. Management has presented a detailed strategic business case demonstrating that the direct ownership of U.S. wireless spectrum would enable the Company to reduce its long-term dependence on third-party carrier agreements, improve service quality and network control, and position the Company for meaningful expansion in the U.S. wireless market. The proposed acquisition represents NTP's initial entry into direct U.S. spectrum ownership and marks a significant milestone in the Company's long-term growth strategy to establish a proprietary wireless presence in the United States.

C. The Target and the Spectrum Licenses. The Board has been informed that Ridgeline Wireless Holdings LLC ("Ridgeline"), a limited liability company organised under the laws of the State of Nevada (Nevada Secretary of State Entity No. E0428716302), with its principal offices located at 450 South Virginia Street, Suite 800, Reno, Nevada 89501, United States, holds fourteen (14) Federal Communications Commission ("FCC") Wireless Radio Service licenses for Advanced Wireless Services-3 ("Meridian Technologies-3") spectrum (Band 66) issued under Part 27 of the FCC Rules (47 C.F.R. Part 27). The Ridgeline spectrum portfolio comprises thirty-nine (39) megahertz of paired spectrum (39 MHz uplink / 39 MHz downlink), representing a total of seventy-eight (78) megahertz of paired bandwidth. The licenses are identified by FCC call signs WQAB201, WQAB202, WQAB203, WQAB204, WQAB205, WQAB206, WQAB207, WQAB208, WQAB209, WQAB210, WQAB211, WQAB212, WQAB213, and WQAB214 (collectively, the "Spectrum Licenses"). The Spectrum Licenses cover designated Economic Areas in the State of Nevada, eastern California, and southern Oregon, with an aggregate covered population of approximately 3.84 million persons ("POPs").

Ridgeline is a privately held regional wireless operator with approximately 142,000 active subscribers as of the date hereof. The Board has been advised, and management has confirmed, that Ridgeline's subscribers are not being acquired as part of the proposed Transaction; rather, only the bare FCC spectrum licenses and associated license rights will be transferred. Ridgeline reported revenue of $87.4 million and earnings before interest, taxes, depreciation, and amortisation ("EBITDA") of $19.2 million for the fiscal year ended December 31, 2021. Ridgeline's current membership structure is as follows: Garrett Nolan, Founder and Managing Member, holds a 62% membership interest; Diane Chua, Co-Managing Member and Chief Operating Officer, holds an 18% membership interest; Pinnacle Growth Capital Fund II LP holds a 12% membership interest; and Crestwood Family Office LLC holds an 8% membership interest.

D. Proposed Transaction Structure. The proposed transaction (the "Transaction") is structured as an asset purchase of the fourteen (14) FCC Spectrum Licenses from Ridgeline. The proposed aggregate purchase price for the Spectrum Licenses is One Hundred Twenty-Six Million Five Hundred Thousand United States Dollars ($126,500,000) (the "Purchase Price"). Based on the aggregate covered spectrum of approximately 149.76 million MHz-POPs (calculated as 39 MHz paired × 3.84 million POPs), the Purchase Price equates to approximately $0.845 per MHz-POP, which management and the Company's independent valuation consultant have indicated is consistent with recent comparable Meridian Technologies-3 spectrum transactions in secondary and tertiary markets. The Transaction is to be structured as an asset purchase by a newly formed U.S. subsidiary of the Company, as described more fully in Recital E below. An earnest money deposit of Four Million Five Hundred Thousand United States Dollars ($4,500,000), representing approximately 3.56% of the Purchase Price, is to be funded into an escrow account upon execution of the definitive Asset Purchase Agreement.

E. Proposed U.S. Entity Structure. In order to effectuate the Transaction and comply with applicable FCC foreign ownership regulations, management and the Company's outside counsel have recommended the following ownership and entity structure:

(i) Northgate Wireless Americas Inc. ("NWA"), a corporation to be newly incorporated under the laws of the State of Delaware, which shall serve as the FCC licensee and direct assignee of the Spectrum Licenses;

(ii) Northgate US Holdings LLC ("NUS Holdings"), a limited liability company to be newly formed under the laws of the State of Delaware, which shall serve as an intermediate holding entity between NTP and NWA; and

(iii) NWA shall be one hundred percent (100%) owned, directly or indirectly, by NUS Holdings, and NUS Holdings shall be one hundred percent (100%) owned, directly or indirectly, by NTP.

This proposed ownership chain has been designed, on the advice of Calderwood & Harkness LLP and Broadfield Whitaker LLP, to comply with the FCC's foreign ownership requirements set forth in Section 310(b)(4) of the Communications Act of 1934, as amended (47 U.S.C. § 310(b)(4)), and the FCC's rules and policies thereunder.

F. Regulatory Approvals Required. The consummation of the Transaction will require, among other things, the following regulatory approvals and filings:

(i) The prior consent of the FCC for the assignment of the Spectrum Licenses from Ridgeline to NWA, to be sought through the filing of FCC Form 603 (Application for Assignment of Authorization);

(ii) A petition for declaratory ruling under 47 U.S.C. § 310(b)(4) seeking advance approval for up to one hundred percent (100%) indirect foreign ownership of NWA by NTP, a public limited company incorporated under the laws of England and Wales. Because the United Kingdom is a member of the World Trade Organization ("WTO"), the FCC's established policies create a rebuttable presumption in favour of granting such petitions where the foreign entity is organised under the laws of a WTO-member country, and no adverse national security, law enforcement, foreign policy, or trade concerns are present; and

(iii) Review 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, which is anticipated to review the Transaction as part of the FCC application process.

Based on preliminary analysis by the Company's regulatory counsel, no adverse national security concerns are expected, and management believes that the requisite regulatory approvals will be obtained in due course, subject to standard processing timelines.

G. Advisors Engaged. In connection with the Transaction, the following professional advisors have been engaged or are proposed to be engaged by the Company:

(i) Calderwood & Harkness LLP ("C&H"), with offices at 375 Park Avenue, 40th Floor, New York, New York 10152, United States, and One Bishops Square, London E1 6AD, United Kingdom, has been engaged as outside counsel for FCC regulatory, corporate, and tax matters relating to the Transaction (C&H Matter No. 1018-00009). The terms of the C&H engagement are set forth in the engagement letter dated August 16, 2022, a copy of which is attached hereto as Exhibit D;

(ii) Broadfield Whitaker LLP, with offices at 1401 H Street NW, Suite 750, Washington, DC 20005, United States, is to be retained as specialist FCC regulatory co-counsel in connection with the preparation and filing of all FCC applications and regulatory submissions;

(iii) Vantage Spectrum Consultants Inc. has been retained as an independent spectrum valuation consultant to prepare a comprehensive valuation report on the Ridgeline spectrum portfolio. The valuation report was commissioned in July 2022 and is expected to be delivered on or about September 12, 2022;

(iv) Whitfield & Grainger LLP (Nigel Pemberton, Engagement Partner) has been engaged as accounting and tax advisors for cross-border structuring in connection with the formation of the U.S. subsidiaries and the Transaction; and

(v) Apex Continental Insurance Ltd. has been identified as a potential carrier for a representations and warranties insurance policy in connection with the Transaction. An indicative premium of $1,012,000, representing approximately 0.8% of the Purchase Price, has been quoted, subject to underwriting review and policy binding at or prior to closing.

(vi) Meridian National Bank, N.A. has been identified as the proposed escrow agent for the earnest money deposit, at an anticipated annual escrow fee of $12,500.

H. Letter of Intent. A Letter of Intent (the "LOI") was duly executed between NTP and Ridgeline on June 15, 2022, setting forth the principal terms and conditions upon which the parties have agreed to negotiate a definitive Asset Purchase Agreement for the acquisition of the Spectrum Licenses. The LOI is non-binding with respect to the obligation to consummate the Transaction, but contains binding provisions with respect to exclusivity, confidentiality, and certain other customary matters. The Board has reviewed the terms and conditions outlined in the LOI and has considered management's recommendation to proceed to the negotiation and execution of definitive documentation.

I. Board Review and Consideration. The Board has reviewed detailed presentations and materials from management, including presentations by Marcus Enfield, Chief Executive Officer of the Company, Thomas Brennan, Senior Vice President, Regulatory Affairs of the Company, and Priya Dasgupta, General Counsel and Company Secretary of the Company, as well as from the Company's outside counsel, Calderwood & Harkness LLP, regarding the Transaction, its strategic rationale, and the proposed structure for its implementation. The Board has carefully considered the strategic, financial, regulatory, and legal implications of the Transaction, including the risks and benefits associated with entering the U.S. spectrum ownership market, the regulatory pathway for obtaining FCC and national security clearances, the tax implications of the proposed entity structure, and the impact on the Company's financial position and capital allocation strategy. Having considered all relevant factors, the Board has determined that the Transaction, on the terms described herein and in the LOI, is in the best interests of the Company and its shareholders.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of Northgate Telecommunications PLC hereby adopts the following resolutions:

Resolution 1 — Approval of the Spectrum License Acquisition

RESOLVED, that the Board of Directors hereby approves and authorises the acquisition by the Company, acting through its direct and indirect U.S. subsidiaries (including Northgate Wireless Americas Inc. and Northgate US Holdings LLC, each as described herein), of the fourteen (14) FCC Meridian Technologies-3 (Band 66) spectrum licenses identified by FCC call signs WQAB201 through WQAB214, inclusive (the "Spectrum Licenses"), from Ridgeline Wireless Holdings LLC, for an aggregate purchase price not to exceed One Hundred Twenty-Six Million Five Hundred Thousand United States Dollars ($126,500,000), on terms and conditions substantially consistent with those described in the Letter of Intent dated June 15, 2022 between NTP and Ridgeline, and as may be set forth in a definitive Asset Purchase Agreement to be negotiated, finalised, and executed by the Authorised Persons designated herein. The Purchase Price shall not exceed $126,500,000 without further express approval of the Board of Directors.

Resolution 2 — Authorization to Incorporate Northgate Wireless Americas Inc.

RESOLVED, that the Board of Directors hereby authorises and directs the incorporation of Northgate Wireless Americas Inc. ("NWA") as a corporation under the General Corporation Law of the State of Delaware, to serve as the FCC licensee and direct assignee of the Spectrum Licenses in connection with the Transaction. NWA shall be incorporated by filing a Certificate of Incorporation with the Secretary of State of the State of Delaware. The Authorised Persons designated herein, together with outside counsel Calderwood & Harkness LLP, are hereby authorised and directed to prepare, execute, file, and deliver the Certificate of Incorporation and all related formation and organisational documents for NWA, including but not limited to bylaws, initial resolutions of the board of directors and sole incorporator, stock certificates or book-entry evidence of shares, and any other documents as may be required or advisable to complete the incorporation and initial organisation of NWA.

Resolution 3 — Authorization to Form Northgate US Holdings LLC

RESOLVED, that the Board of Directors hereby authorises and directs the formation of Northgate US Holdings LLC ("NUS Holdings") as a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), to serve as the intermediate holding entity between NTP and NWA. NUS Holdings shall be formed by filing a Certificate of Formation with the Secretary of State of the State of Delaware. The Authorised Persons designated herein, together with outside counsel Calderwood & Harkness LLP, are hereby authorised and directed to prepare, execute, file, and deliver the Certificate of Formation and all related organisational documents for NUS Holdings, including but not limited to a Limited Liability Company Agreement (the "LLC Agreement") governing the management, operation, and governance of NUS Holdings, and any other documents as may be required or advisable to complete the formation and initial organisation of NUS Holdings.

Resolution 4 — Capitalization and Ownership Structure

RESOLVED, that the ownership structure of the U.S. subsidiaries shall be established as follows:

(a) Northgate Wireless Americas Inc. shall be one hundred percent (100%) owned by Northgate US Holdings LLC;

(b) Northgate US Holdings LLC shall be one hundred percent (100%) owned by Northgate Telecommunications PLC; and

(c) The foregoing ownership structure shall be implemented and maintained in accordance with the Company's obligations under 47 U.S.C. § 310(b)(4) and the FCC's rules and policies governing foreign ownership of broadcast, common carrier, and wireless licensees.

FURTHER RESOLVED, that the Board of Directors hereby authorises the initial capitalisation of NUS Holdings and NWA in such amounts as the Authorised Persons shall determine to be sufficient to fund (i) the earnest money deposit of $4,500,000, (ii) Transaction costs and expenses, and (iii) such additional amounts as may be necessary or advisable in advance of or at the closing of the Transaction to fund the Purchase Price. The Authorised Persons are further authorised to make, or cause to be made, entity classification elections (including, without limitation, elections under U.S. Treasury Regulations § 301.7701-3, commonly referred to as "check-the-box" elections) for NUS Holdings and NWA as advised by Calderwood & Harkness LLP and Whitfield & Grainger LLP, and to take all actions necessary or advisable to implement such elections.

Resolution 5 — Authorization to Execute the Asset Purchase Agreement

RESOLVED, that the Board of Directors hereby authorises and empowers the Authorised Persons designated herein, and the officers and directors of NWA (once incorporated), acting individually or jointly, to negotiate, execute, deliver, and perform, in the name and on behalf of the Company and its subsidiaries, the Asset Purchase Agreement and all ancillary and related transaction documents in connection with the Transaction, including but not limited to the following:

(a) An Asset Purchase Agreement (the "APA") by and between Northgate Wireless Americas Inc., as Buyer and Assignee, and Ridgeline Wireless Holdings LLC, as Seller and Assignor, providing for the purchase and assignment of the fourteen (14) Spectrum Licenses on terms and conditions substantially consistent with the LOI and as may be negotiated and agreed upon by the parties, in a form substantially similar to the form attached hereto as Exhibit A or as may otherwise be approved by the Authorised Persons;

(b) An Escrow Agreement by and among NWA, Ridgeline, and Meridian National Bank, N.A., as escrow agent, providing for the deposit and disbursement of the earnest money deposit of Four Million Five Hundred Thousand United States Dollars ($4,500,000) in accordance with the terms of the APA, at an annual escrow fee of Twelve Thousand Five Hundred United States Dollars ($12,500);

(c) Any side letters, consents, waivers, or acknowledgements from or among the members of Ridgeline, including without limitation Garrett Nolan, Diane Chua, Pinnacle Growth Capital Fund II LP, and Crestwood Family Office LLC, as may be required to authorise Ridgeline's execution and performance of the APA and the assignment of the Spectrum Licenses;

(d) A representations and warranties insurance policy (the "R&W Policy") with Apex Continental Insurance Ltd. or such other insurance carrier as the Authorised Persons may select, providing coverage with respect to breaches of the representations and warranties of Ridgeline in the APA, at an indicative premium of approximately $1,012,000 (representing approximately 0.8% of the Purchase Price), subject to underwriting and policy terms to be finalised at or prior to closing;

(e) Any and all other agreements, instruments, certificates, consents, filings, notices, and documents as the Authorised Persons may deem necessary, proper, or advisable to consummate the Transaction and to carry out the purposes and intent of these resolutions.

FURTHER RESOLVED, that the aggregate Purchase Price payable to Ridgeline in connection with the Transaction shall not exceed One Hundred Twenty-Six Million Five Hundred Thousand United States Dollars ($126,500,000) without further express written approval of the Board of Directors.

Resolution 6 — Authorization to File FCC Applications

RESOLVED, that the Board of Directors hereby authorises and directs the filing of the following applications and petitions with the Federal Communications Commission:

(a) An FCC Form 603 (Application for Assignment of Authorization) seeking the prior consent of the FCC for the assignment of the fourteen (14) Spectrum Licenses from Ridgeline Wireless Holdings LLC to Northgate Wireless Americas Inc., together with all required exhibits, attachments, certifications, and supporting documentation; and

(b) A petition for declaratory ruling under Section 310(b)(4) of the Communications Act of 1934, as amended (47 U.S.C. § 310(b)(4)), seeking advance approval for up to one hundred percent (100%) indirect foreign ownership of NWA by NTP, a public limited company incorporated under the laws of England and Wales, a WTO-member country.

FURTHER RESOLVED, that Broadfield Whitaker LLP and Calderwood & Harkness LLP (including Harold Wren, Of Counsel, Communications & Regulatory Practice) are hereby authorised to prepare, execute on behalf of the applicants, and file all FCC applications, petitions, amendments, supplements, responses to questions or requests for additional information, and any and all related regulatory filings and correspondence with the FCC, on behalf of NWA and NTP, in connection with the Transaction.

FURTHER RESOLVED, that the Company and its subsidiaries shall cooperate fully with any review conducted by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector, established pursuant to Executive Order 13913, including responding to any requests for information, agreeing to any reasonable mitigation measures, and taking such other actions as may be necessary or advisable to facilitate and obtain clearance from the Committee.

Resolution 7 — Designation of Authorized Persons

RESOLVED, that the following individuals are hereby designated as Authorised Persons (each, an "Authorised Person"), with full power and authority to act on behalf of the Company and its direct and indirect subsidiaries in connection with the Transaction and the resolutions adopted herein:

(i) Marcus Enfield, Chief Executive Officer, Northgate Telecommunications PLC;

(ii) Priya Dasgupta, General Counsel and Company Secretary, Northgate Telecommunications PLC;

(iii) Thomas Brennan, Senior Vice President, Regulatory Affairs, Northgate Telecommunications PLC; and

(iv) Claire Matsuda, Vice President, U.S. Operations, Northgate Wireless Americas Inc. (effective upon the incorporation of NWA and the appointment of Ms. Matsuda as an officer thereof).

FURTHER RESOLVED, that any one or more of the foregoing Authorised Persons may act individually or jointly to take any and all actions authorised by these resolutions. The authority of each Authorised Person is several and not joint, such that any single Authorised Person shall have full authority to act alone without the joinder or consent of any other Authorised Person, unless otherwise expressly required by the terms of a specific transaction document.

Resolution 8 — Appointment of Officers and Directors of U.S. Subsidiaries

RESOLVED, that upon the incorporation of Northgate Wireless Americas Inc. and the formation of Northgate US Holdings LLC, the Board of Directors hereby authorises the appointment of the following individuals as the initial officers, directors, and/or managers of the respective U.S. subsidiaries:

(a) Northgate Wireless Americas Inc.:

(i) Claire Matsuda shall serve as President and as a member of the Board of Directors of NWA;

(ii) Thomas Brennan shall serve as a member of the Board of Directors of NWA.

(b) Northgate US Holdings LLC:

(i) Claire Matsuda shall serve as Manager of NUS Holdings.

FURTHER RESOLVED, that additional officers, directors, and/or managers of NWA and NUS Holdings may be appointed from time to time as determined by the Authorised Persons, in their discretion, in accordance with the governing documents of the respective entities and applicable law.

Resolution 9 — Engagement of Advisors

RESOLVED, that the Board of Directors hereby ratifies and confirms the engagement of the following professional advisors in connection with the Transaction:

(a) Calderwood & Harkness LLP, as outside counsel for FCC regulatory, corporate, and tax matters relating to the Transaction and the formation of the U.S. subsidiaries, on terms as set forth in the engagement letter dated August 16, 2022 (C&H Matter No. 1018-00009), including a blended hourly rate of approximately $875 per hour, a Phase 1 fee cap of One Million Two Hundred Fifty Thousand United States Dollars ($1,250,000) for FCC application preparation, filing, and regulatory approvals, and no fee cap for dispute-related or litigation work;

(b) Broadfield Whitaker LLP, as specialist FCC regulatory co-counsel in connection with the preparation and filing of all FCC applications, petitions, and regulatory submissions, with fees and expenses to be passed through to and paid by Northgate Telecommunications PLC;

(c) Vantage Spectrum Consultants Inc., as independent spectrum valuation consultant, for a fee of One Hundred Seventy-Five Thousand United States Dollars ($175,000), payable directly by Northgate Telecommunications PLC; and

(d) Whitfield & Grainger LLP (Nigel Pemberton, Engagement Partner), as accounting and tax advisors for cross-border structuring in connection with the formation of the U.S. subsidiaries and the Transaction.

FURTHER RESOLVED, that the Board of Directors hereby authorises the payment of all reasonable fees, costs, and expenses of such advisors in connection with the Transaction, subject to the expenditure limits set forth in Resolution 10 below.

Resolution 10 — Authorization of Expenditures

RESOLVED, that the Board of Directors hereby authorises the following expenditures in connection with the Transaction:

(a) The earnest money deposit of Four Million Five Hundred Thousand United States Dollars ($4,500,000), to be funded into escrow with Meridian National Bank, N.A. upon execution of the Asset Purchase Agreement;

(b) The annual escrow fee payable to Meridian National Bank, N.A. in the amount of Twelve Thousand Five Hundred United States Dollars ($12,500);

(c) Legal, advisory, valuation, accounting, regulatory filing, and other professional fees and expenses as reasonably incurred in connection with the Transaction, the formation of the U.S. subsidiaries, and the FCC application and regulatory approval process; and

(d) The indicative representations and warranties insurance premium of One Million Twelve Thousand United States Dollars ($1,012,000), to be bound upon or prior to closing of the Transaction, subject to further Board review and approval of the final policy terms and premium.

FURTHER RESOLVED, that total pre-closing expenditures in connection with the Transaction (exclusive of the Purchase Price and the earnest money deposit) shall not exceed Two Million Five Hundred Thousand United States Dollars ($2,500,000) without further express approval of the Board of Directors.

Resolution 11 — General Authorization

RESOLVED, that each Authorised Person designated herein is hereby authorised and empowered, acting individually or jointly, to take any and all actions, execute and deliver any and all documents, instruments, agreements, certificates, affidavits, applications, filings, notices, consents, and other writings, and to do any and all things, in the name and on behalf of the Company and its direct and indirect subsidiaries, as such Authorised Person may deem necessary, proper, advisable, or desirable to carry out the purposes and intent of the foregoing resolutions, including without limitation the payment of all fees, taxes, governmental charges, and other amounts incident thereto, the intent being that each Authorised Person shall have the broadest possible authority to act in furtherance of these resolutions.

FURTHER RESOLVED, that any and all actions heretofore taken by any Authorised Person or any officer, director, employee, or agent of the Company prior to the date of these resolutions that are consistent with the purposes and intent of the foregoing resolutions are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company and its subsidiaries.

Resolution 12 — Reporting

RESOLVED, that management shall report to the Board of Directors on the progress of the Transaction, including the status of regulatory approvals, the FCC application and petition process, and any material developments, at each regularly scheduled meeting of the Board of Directors.

FURTHER RESOLVED, that the General Counsel, Priya Dasgupta, shall promptly inform the Board of Directors of any material developments in connection with the Transaction, including but not limited to any objections raised by the FCC or by third parties, any adverse regulatory findings, any requests by the Committee for the Assessment of Foreign Participation for information or mitigation measures, any material changes to the terms of the Transaction, and any other circumstances that may reasonably be expected to have a material effect on the Company's ability to consummate the Transaction on the terms described herein.

CERTIFICATION

I, Priya Dasgupta, General Counsel and Company Secretary of Northgate Telecommunications PLC, do hereby certify that the foregoing resolutions were duly adopted by the unanimous written consent of all of the members of the Board of Directors of Northgate Telecommunications PLC on August 16, 2022, in accordance with the Articles of Association of the Company and all applicable provisions of the Companies Act 2006.

I further certify that, as of the date set forth below, the foregoing resolutions remain in full force and effect and have not been amended, modified, rescinded, revoked, or superseded, in whole or in part, by any subsequent action of the Board of Directors.

IN WITNESS WHEREOF, I have executed this Certification as of the date set forth below.

NORTHGATE TELECOMMUNICATIONS PLC

By: ________

Name: Priya Dasgupta

Title: General Counsel and Company Secretary

Date: ________

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

The undersigned, being all of the members of the Board of Directors of Northgate Telecommunications PLC, hereby consent to and adopt the foregoing resolutions, effective as of August 16, 2022. Each of the undersigned confirms that he or she has reviewed the foregoing resolutions and all exhibits and attachments referenced therein, and that he or she consents to and approves the adoption of such resolutions in all respects.

________________________________________

Marcus Enfield Chief Executive Officer and Director

Date: ________

________________________________________

Eleanor Whitfield Non-Executive Chair and Director

Date: ________

________________________________________

Sir Jonathan Hargrave, CBE Senior Independent Non-Executive Director

Date: ________

________________________________________

Dr. Amira Okafor Independent Non-Executive Director

Date: ________

________________________________________

David Liang Independent Non-Executive Director

Date: ________

________________________________________

Catherine Delacroix Non-Executive Director

Date: ________

________________________________________

Robert Finch Independent Non-Executive Director

Date: ________

________________________________________

Priya Dasgupta General Counsel, Company Secretary, and Director

Date: ________

EXHIBITS AND APPENDICES

The following exhibits and appendices are attached hereto and incorporated by reference into these resolutions:

Exhibit A — Form of Asset Purchase Agreement between Northgate Wireless Americas Inc. (as Buyer/Assignee) and Ridgeline Wireless Holdings LLC (as Seller/Assignor) (to be finalised)

Exhibit B — Proposed Organisational Chart depicting the ownership structure:

Northgate Telecommunications PLC (England & Wales) → 100% ownership of Northgate US Holdings LLC (Delaware LLC) → 100% ownership of Northgate Wireless Americas Inc. (Delaware Corporation — FCC Licensee)

Exhibit C — Summary of Ridgeline Wireless Holdings LLC Spectrum License Portfolio

Exhibit D — Calderwood & Harkness LLP Engagement Letter dated August 16, 2022 (C&H Matter No. 1018-00009)

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Item	Detail
Number of Licenses	14
FCC Call Signs	WQAB201 through WQAB214
Spectrum Band	Meridian Technologies-3 (Band 66)
Spectrum Type	Paired (uplink/downlink)
Bandwidth	39 MHz uplink / 39 MHz downlink (78 MHz total paired)
FCC Rules	Part 27 (47 C.F.R. Part 27)
Geographic Coverage	Economic Areas in Nevada, eastern California, and southern Oregon
Covered Population	Approximately 3.84 million POPs
Current Licensee	Ridgeline Wireless Holdings LLC (NV SOS Entity No. E0428716302)

RESOLUTIONS OF THE BOARD OF DIRECTORS
OF NORTHGATE TELECOMMUNICATIONS PLC
(Company No. 08473291)
Registered Office: 14 Cavendish Square, London W1G 0BX, United Kingdom
Written Resolutions Adopted Pursuant to the Articles of Association of Northgate Telecommunications PLC
Adopted by Unanimous Written Consent of the Board of Directors in Lieu of a Formal Meeting
August 16, 2022
The undersigned, being all of the members of the Board of Directors (the "Board") of Northgate Telecommunications PLC, a public limited company incorporated under the laws of England and Wales (Companies House No. 08473291) (the "Company" or "NTP"), acting pursuant to and in accordance with the Articles of Association of the Company and all applicable provisions of the Companies Act 2006, hereby adopt the following resolutions by unanimous written consent in lieu of a formal meeting of the Board of Directors. These resolutions shall be treated for all purposes as if adopted at a duly convened and held meeting of the Board of Directors at which a quorum was present and acting throughout.
RECITALS
WHEREAS:
A. The Company. Northgate Telecommunications PLC is a public limited company duly incorporated and validly existing under the laws of England and Wales, registered with Companies House under Company Number 08473291, with its registered office at 14 Cavendish Square, London W1G 0BX, United Kingdom. The Company's ordinary shares are admitted to trading on the London Stock Exchange under the ticker symbol "NGTL." NTP operates mobile virtual network operator ("MVNO") and enterprise software-as-a-service ("SaaS") platforms across the United Kingdom and Western Europe. As of the third quarter of fiscal year 2022, the Company has an approximate market capitalisation of £4.8 billion. The Company reported revenues of £2.31 billion for the fiscal year ended December 31, 2021, and management projects revenues of approximately £2.57 billion for the fiscal year ending December 31, 2022. The Company employs approximately 7,200 persons globally and serves enterprise and consumer customers across eleven countries.
B. Strategic Rationale for U.S. Spectrum Acquisition. The Board has received and considered presentations from management regarding a proposal to acquire direct United States wireless spectrum holdings in order to complement and enhance the Company's existing U.S. operations, which are presently conducted exclusively through MVNO arrangements with third-party mobile network operators. Management has presented a detailed strategic business case demonstrating that the direct ownership of U.S. wireless spectrum would enable the Company to reduce its long-term dependence on third-party carrier agreements, improve service quality and network control, and position the Company for meaningful expansion in the U.S. wireless market. The proposed acquisition represents NTP's initial entry into direct U.S. spectrum ownership and marks a significant milestone in the Company's long-term growth strategy to establish a proprietary wireless presence in the United States.
C. The Target and the Spectrum Licenses. The Board has been informed that Ridgeline Wireless Holdings LLC ("Ridgeline"), a limited liability company organised under the laws of the State of Nevada (Nevada Secretary of State Entity No. E0428716302), with its principal offices located at 450 South Virginia Street, Suite 800, Reno, Nevada 89501, United States, holds fourteen (14) Federal Communications Commission ("FCC") Wireless Radio Service licenses for Advanced Wireless Services-3 ("Meridian Technologies-3") spectrum (Band 66) issued under Part 27 of the FCC Rules (47 C.F.R. Part 27). The Ridgeline spectrum portfolio comprises thirty-nine (39) megahertz of paired spectrum (39 MHz uplink / 39 MHz downlink), representing a total of seventy-eight (78) megahertz of paired bandwidth. The licenses are identified by FCC call signs WQAB201, WQAB202, WQAB203, WQAB204, WQAB205, WQAB206, WQAB207, WQAB208, WQAB209, WQAB210, WQAB211, WQAB212, WQAB213, and WQAB214 (collectively, the "Spectrum Licenses"). The Spectrum Licenses cover designated Economic Areas in the State of Nevada, eastern California, and southern Oregon, with an aggregate covered population of approximately 3.84 million persons ("POPs").
Ridgeline is a privately held regional wireless operator with approximately 142,000 active subscribers as of the date hereof. The Board has been advised, and management has confirmed, that Ridgeline's subscribers are not being acquired as part of the proposed Transaction; rather, only the bare FCC spectrum licenses and associated license rights will be transferred. Ridgeline reported revenue of $87.4 million and earnings before interest, taxes, depreciation, and amortisation ("EBITDA") of $19.2 million for the fiscal year ended December 31, 2021. Ridgeline's current membership structure is as follows: Garrett Nolan, Founder and Managing Member, holds a 62% membership interest; Diane Chua, Co-Managing Member and Chief Operating Officer, holds an 18% membership interest; Pinnacle Growth Capital Fund II LP holds a 12% membership interest; and Crestwood Family Office LLC holds an 8% membership interest.
D. Proposed Transaction Structure. The proposed transaction (the "Transaction") is structured as an asset purchase of the fourteen (14) FCC Spectrum Licenses from Ridgeline. The proposed aggregate purchase price for the Spectrum Licenses is One Hundred Twenty-Six Million Five Hundred Thousand United States Dollars ($126,500,000) (the "Purchase Price"). Based on the aggregate covered spectrum of approximately 149.76 million MHz-POPs (calculated as 39 MHz paired × 3.84 million POPs), the Purchase Price equates to approximately $0.845 per MHz-POP, which management and the Company's independent valuation consultant have indicated is consistent with recent comparable Meridian Technologies-3 spectrum transactions in secondary and tertiary markets. The Transaction is to be structured as an asset purchase by a newly formed U.S. subsidiary of the Company, as described more fully in Recital E below. An earnest money deposit of Four Million Five Hundred Thousand United States Dollars ($4,500,000), representing approximately 3.56% of the Purchase Price, is to be funded into an escrow account upon execution of the definitive Asset Purchase Agreement.
E. Proposed U.S. Entity Structure. In order to effectuate the Transaction and comply with applicable FCC foreign ownership regulations, management and the Company's outside counsel have recommended the following ownership and entity structure:
(i) Northgate Wireless Americas Inc. ("NWA"), a corporation to be newly incorporated under the laws of the State of Delaware, which shall serve as the FCC licensee and direct assignee of the Spectrum Licenses;
(ii) Northgate US Holdings LLC ("NUS Holdings"), a limited liability company to be newly formed under the laws of the State of Delaware, which shall serve as an intermediate holding entity between NTP and NWA; and
(iii) NWA shall be one hundred percent (100%) owned, directly or indirectly, by NUS Holdings, and NUS Holdings shall be one hundred percent (100%) owned, directly or indirectly, by NTP.
This proposed ownership chain has been designed, on the advice of Calderwood & Harkness LLP and Broadfield Whitaker LLP, to comply with the FCC's foreign ownership requirements set forth in Section 310(b)(4) of the Communications Act of 1934, as amended (47 U.S.C. § 310(b)(4)), and the FCC's rules and policies thereunder.
F. Regulatory Approvals Required. The consummation of the Transaction will require, among other things, the following regulatory approvals and filings:
(i) The prior consent of the FCC for the assignment of the Spectrum Licenses from Ridgeline to NWA, to be sought through the filing of FCC Form 603 (Application for Assignment of Authorization);
(ii) A petition for declaratory ruling under 47 U.S.C. § 310(b)(4) seeking advance approval for up to one hundred percent (100%) indirect foreign ownership of NWA by NTP, a public limited company incorporated under the laws of England and Wales. Because the United Kingdom is a member of the World Trade Organization ("WTO"), the FCC's established policies create a rebuttable presumption in favour of granting such petitions where the foreign entity is organised under the laws of a WTO-member country, and no adverse national security, law enforcement, foreign policy, or trade concerns are present; and
(iii) Review 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, which is anticipated to review the Transaction as part of the FCC application process.
Based on preliminary analysis by the Company's regulatory counsel, no adverse national security concerns are expected, and management believes that the requisite regulatory approvals will be obtained in due course, subject to standard processing timelines.
G. Advisors Engaged. In connection with the Transaction, the following professional advisors have been engaged or are proposed to be engaged by the Company:
(i) Calderwood & Harkness LLP ("C&H"), with offices at 375 Park Avenue, 40th Floor, New York, New York 10152, United States, and One Bishops Square, London E1 6AD, United Kingdom, has been engaged as outside counsel for FCC regulatory, corporate, and tax matters relating to the Transaction (C&H Matter No. 1018-00009). The terms of the C&H engagement are set forth in the engagement letter dated August 16, 2022, a copy of which is attached hereto as Exhibit D;
(ii) Broadfield Whitaker LLP, with offices at 1401 H Street NW, Suite 750, Washington, DC 20005, United States, is to be retained as specialist FCC regulatory co-counsel in connection with the preparation and filing of all FCC applications and regulatory submissions;
(iii) Vantage Spectrum Consultants Inc. has been retained as an independent spectrum valuation consultant to prepare a comprehensive valuation report on the Ridgeline spectrum portfolio. The valuation report was commissioned in July 2022 and is expected to be delivered on or about September 12, 2022;
(iv) Whitfield & Grainger LLP (Nigel Pemberton, Engagement Partner) has been engaged as accounting and tax advisors for cross-border structuring in connection with the formation of the U.S. subsidiaries and the Transaction; and
(v) Apex Continental Insurance Ltd. has been identified as a potential carrier for a representations and warranties insurance policy in connection with the Transaction. An indicative premium of $1,012,000, representing approximately 0.8% of the Purchase Price, has been quoted, subject to underwriting review and policy binding at or prior to closing.
(vi) Meridian National Bank, N.A. has been identified as the proposed escrow agent for the earnest money deposit, at an anticipated annual escrow fee of $12,500.
H. Letter of Intent. A Letter of Intent (the "LOI") was duly executed between NTP and Ridgeline on June 15, 2022, setting forth the principal terms and conditions upon which the parties have agreed to negotiate a definitive Asset Purchase Agreement for the acquisition of the Spectrum Licenses. The LOI is non-binding with respect to the obligation to consummate the Transaction, but contains binding provisions with respect to exclusivity, confidentiality, and certain other customary matters. The Board has reviewed the terms and conditions outlined in the LOI and has considered management's recommendation to proceed to the negotiation and execution of definitive documentation.
I. Board Review and Consideration. The Board has reviewed detailed presentations and materials from management, including presentations by Marcus Enfield, Chief Executive Officer of the Company, Thomas Brennan, Senior Vice President, Regulatory Affairs of the Company, and Priya Dasgupta, General Counsel and Company Secretary of the Company, as well as from the Company's outside counsel, Calderwood & Harkness LLP, regarding the Transaction, its strategic rationale, and the proposed structure for its implementation. The Board has carefully considered the strategic, financial, regulatory, and legal implications of the Transaction, including the risks and benefits associated with entering the U.S. spectrum ownership market, the regulatory pathway for obtaining FCC and national security clearances, the tax implications of the proposed entity structure, and the impact on the Company's financial position and capital allocation strategy. Having considered all relevant factors, the Board has determined that the Transaction, on the terms described herein and in the LOI, is in the best interests of the Company and its shareholders.
RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of Northgate Telecommunications PLC hereby adopts the following resolutions:
Resolution 1 — Approval of the Spectrum License Acquisition
RESOLVED, that the Board of Directors hereby approves and authorises the acquisition by the Company, acting through its direct and indirect U.S. subsidiaries (including Northgate Wireless Americas Inc. and Northgate US Holdings LLC, each as described herein), of the fourteen (14) FCC Meridian Technologies-3 (Band 66) spectrum licenses identified by FCC call signs WQAB201 through WQAB214, inclusive (the "Spectrum Licenses"), from Ridgeline Wireless Holdings LLC, for an aggregate purchase price not to exceed One Hundred Twenty-Six Million Five Hundred Thousand United States Dollars ($126,500,000), on terms and conditions substantially consistent with those described in the Letter of Intent dated June 15, 2022 between NTP and Ridgeline, and as may be set forth in a definitive Asset Purchase Agreement to be negotiated, finalised, and executed by the Authorised Persons designated herein. The Purchase Price shall not exceed $126,500,000 without further express approval of the Board of Directors.
Resolution 2 — Authorization to Incorporate Northgate Wireless Americas Inc.
RESOLVED, that the Board of Directors hereby authorises and directs the incorporation of Northgate Wireless Americas Inc. ("NWA") as a corporation under the General Corporation Law of the State of Delaware, to serve as the FCC licensee and direct assignee of the Spectrum Licenses in connection with the Transaction. NWA shall be incorporated by filing a Certificate of Incorporation with the Secretary of State of the State of Delaware. The Authorised Persons designated herein, together with outside counsel Calderwood & Harkness LLP, are hereby authorised and directed to prepare, execute, file, and deliver the Certificate of Incorporation and all related formation and organisational documents for NWA, including but not limited to bylaws, initial resolutions of the board of directors and sole incorporator, stock certificates or book-entry evidence of shares, and any other documents as may be required or advisable to complete the incorporation and initial organisation of NWA.
Resolution 3 — Authorization to Form Northgate US Holdings LLC
RESOLVED, that the Board of Directors hereby authorises and directs the formation of Northgate US Holdings LLC ("NUS Holdings") as a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), to serve as the intermediate holding entity between NTP and NWA. NUS Holdings shall be formed by filing a Certificate of Formation with the Secretary of State of the State of Delaware. The Authorised Persons designated herein, together with outside counsel Calderwood & Harkness LLP, are hereby authorised and directed to prepare, execute, file, and deliver the Certificate of Formation and all related organisational documents for NUS Holdings, including but not limited to a Limited Liability Company Agreement (the "LLC Agreement") governing the management, operation, and governance of NUS Holdings, and any other documents as may be required or advisable to complete the formation and initial organisation of NUS Holdings.
Resolution 4 — Capitalization and Ownership Structure
RESOLVED, that the ownership structure of the U.S. subsidiaries shall be established as follows:
(a) Northgate Wireless Americas Inc. shall be one hundred percent (100%) owned by Northgate US Holdings LLC;
(b) Northgate US Holdings LLC shall be one hundred percent (100%) owned by Northgate Telecommunications PLC; and
(c) The foregoing ownership structure shall be implemented and maintained in accordance with the Company's obligations under 47 U.S.C. § 310(b)(4) and the FCC's rules and policies governing foreign ownership of broadcast, common carrier, and wireless licensees.
FURTHER RESOLVED, that the Board of Directors hereby authorises the initial capitalisation of NUS Holdings and NWA in such amounts as the Authorised Persons shall determine to be sufficient to fund (i) the earnest money deposit of $4,500,000, (ii) Transaction costs and expenses, and (iii) such additional amounts as may be necessary or advisable in advance of or at the closing of the Transaction to fund the Purchase Price. The Authorised Persons are further authorised to make, or cause to be made, entity classification elections (including, without limitation, elections under U.S. Treasury Regulations § 301.7701-3, commonly referred to as "check-the-box" elections) for NUS Holdings and NWA as advised by Calderwood & Harkness LLP and Whitfield & Grainger LLP, and to take all actions necessary or advisable to implement such elections.
Resolution 5 — Authorization to Execute the Asset Purchase Agreement
RESOLVED, that the Board of Directors hereby authorises and empowers the Authorised Persons designated herein, and the officers and directors of NWA (once incorporated), acting individually or jointly, to negotiate, execute, deliver, and perform, in the name and on behalf of the Company and its subsidiaries, the Asset Purchase Agreement and all ancillary and related transaction documents in connection with the Transaction, including but not limited to the following:
(a) An Asset Purchase Agreement (the "APA") by and between Northgate Wireless Americas Inc., as Buyer and Assignee, and Ridgeline Wireless Holdings LLC, as Seller and Assignor, providing for the purchase and assignment of the fourteen (14) Spectrum Licenses on terms and conditions substantially consistent with the LOI and as may be negotiated and agreed upon by the parties, in a form substantially similar to the form attached hereto as Exhibit A or as may otherwise be approved by the Authorised Persons;
(b) An Escrow Agreement by and among NWA, Ridgeline, and Meridian National Bank, N.A., as escrow agent, providing for the deposit and disbursement of the earnest money deposit of Four Million Five Hundred Thousand United States Dollars ($4,500,000) in accordance with the terms of the APA, at an annual escrow fee of Twelve Thousand Five Hundred United States Dollars ($12,500);
(c) Any side letters, consents, waivers, or acknowledgements from or among the members of Ridgeline, including without limitation Garrett Nolan, Diane Chua, Pinnacle Growth Capital Fund II LP, and Crestwood Family Office LLC, as may be required to authorise Ridgeline's execution and performance of the APA and the assignment of the Spectrum Licenses;
(d) A representations and warranties insurance policy (the "R&W Policy") with Apex Continental Insurance Ltd. or such other insurance carrier as the Authorised Persons may select, providing coverage with respect to breaches of the representations and warranties of Ridgeline in the APA, at an indicative premium of approximately $1,012,000 (representing approximately 0.8% of the Purchase Price), subject to underwriting and policy terms to be finalised at or prior to closing;
(e) Any and all other agreements, instruments, certificates, consents, filings, notices, and documents as the Authorised Persons may deem necessary, proper, or advisable to consummate the Transaction and to carry out the purposes and intent of these resolutions.
FURTHER RESOLVED, that the aggregate Purchase Price payable to Ridgeline in connection with the Transaction shall not exceed One Hundred Twenty-Six Million Five Hundred Thousand United States Dollars ($126,500,000) without further express written approval of the Board of Directors.
Resolution 6 — Authorization to File FCC Applications
RESOLVED, that the Board of Directors hereby authorises and directs the filing of the following applications and petitions with the Federal Communications Commission:
(a) An FCC Form 603 (Application for Assignment of Authorization) seeking the prior consent of the FCC for the assignment of the fourteen (14) Spectrum Licenses from Ridgeline Wireless Holdings LLC to Northgate Wireless Americas Inc., together with all required exhibits, attachments, certifications, and supporting documentation; and
(b) A petition for declaratory ruling under Section 310(b)(4) of the Communications Act of 1934, as amended (47 U.S.C. § 310(b)(4)), seeking advance approval for up to one hundred percent (100%) indirect foreign ownership of NWA by NTP, a public limited company incorporated under the laws of England and Wales, a WTO-member country.
FURTHER RESOLVED, that Broadfield Whitaker LLP and Calderwood & Harkness LLP (including Harold Wren, Of Counsel, Communications & Regulatory Practice) are hereby authorised to prepare, execute on behalf of the applicants, and file all FCC applications, petitions, amendments, supplements, responses to questions or requests for additional information, and any and all related regulatory filings and correspondence with the FCC, on behalf of NWA and NTP, in connection with the Transaction.
FURTHER RESOLVED, that the Company and its subsidiaries shall cooperate fully with any review conducted by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector, established pursuant to Executive Order 13913, including responding to any requests for information, agreeing to any reasonable mitigation measures, and taking such other actions as may be necessary or advisable to facilitate and obtain clearance from the Committee.
Resolution 7 — Designation of Authorized Persons
RESOLVED, that the following individuals are hereby designated as Authorised Persons (each, an "Authorised Person"), with full power and authority to act on behalf of the Company and its direct and indirect subsidiaries in connection with the Transaction and the resolutions adopted herein:
(i) Marcus Enfield, Chief Executive Officer, Northgate Telecommunications PLC;
(ii) Priya Dasgupta, General Counsel and Company Secretary, Northgate Telecommunications PLC;
(iii) Thomas Brennan, Senior Vice President, Regulatory Affairs, Northgate Telecommunications PLC; and
(iv) Claire Matsuda, Vice President, U.S. Operations, Northgate Wireless Americas Inc. (effective upon the incorporation of NWA and the appointment of Ms. Matsuda as an officer thereof).
FURTHER RESOLVED, that any one or more of the foregoing Authorised Persons may act individually or jointly to take any and all actions authorised by these resolutions. The authority of each Authorised Person is several and not joint, such that any single Authorised Person shall have full authority to act alone without the joinder or consent of any other Authorised Person, unless otherwise expressly required by the terms of a specific transaction document.
Resolution 8 — Appointment of Officers and Directors of U.S. Subsidiaries
RESOLVED, that upon the incorporation of Northgate Wireless Americas Inc. and the formation of Northgate US Holdings LLC, the Board of Directors hereby authorises the appointment of the following individuals as the initial officers, directors, and/or managers of the respective U.S. subsidiaries:
(a) Northgate Wireless Americas Inc.:
(i) Claire Matsuda shall serve as President and as a member of the Board of Directors of NWA;
(ii) Thomas Brennan shall serve as a member of the Board of Directors of NWA.
(b) Northgate US Holdings LLC:
(i) Claire Matsuda shall serve as Manager of NUS Holdings.
FURTHER RESOLVED, that additional officers, directors, and/or managers of NWA and NUS Holdings may be appointed from time to time as determined by the Authorised Persons, in their discretion, in accordance with the governing documents of the respective entities and applicable law.
Resolution 9 — Engagement of Advisors
RESOLVED, that the Board of Directors hereby ratifies and confirms the engagement of the following professional advisors in connection with the Transaction:
(a) Calderwood & Harkness LLP, as outside counsel for FCC regulatory, corporate, and tax matters relating to the Transaction and the formation of the U.S. subsidiaries, on terms as set forth in the engagement letter dated August 16, 2022 (C&H Matter No. 1018-00009), including a blended hourly rate of approximately $875 per hour, a Phase 1 fee cap of One Million Two Hundred Fifty Thousand United States Dollars ($1,250,000) for FCC application preparation, filing, and regulatory approvals, and no fee cap for dispute-related or litigation work;
(b) Broadfield Whitaker LLP, as specialist FCC regulatory co-counsel in connection with the preparation and filing of all FCC applications, petitions, and regulatory submissions, with fees and expenses to be passed through to and paid by Northgate Telecommunications PLC;
(c) Vantage Spectrum Consultants Inc., as independent spectrum valuation consultant, for a fee of One Hundred Seventy-Five Thousand United States Dollars ($175,000), payable directly by Northgate Telecommunications PLC; and
(d) Whitfield & Grainger LLP (Nigel Pemberton, Engagement Partner), as accounting and tax advisors for cross-border structuring in connection with the formation of the U.S. subsidiaries and the Transaction.
FURTHER RESOLVED, that the Board of Directors hereby authorises the payment of all reasonable fees, costs, and expenses of such advisors in connection with the Transaction, subject to the expenditure limits set forth in Resolution 10 below.
Resolution 10 — Authorization of Expenditures
RESOLVED, that the Board of Directors hereby authorises the following expenditures in connection with the Transaction:
(a) The earnest money deposit of Four Million Five Hundred Thousand United States Dollars ($4,500,000), to be funded into escrow with Meridian National Bank, N.A. upon execution of the Asset Purchase Agreement;
(b) The annual escrow fee payable to Meridian National Bank, N.A. in the amount of Twelve Thousand Five Hundred United States Dollars ($12,500);
(c) Legal, advisory, valuation, accounting, regulatory filing, and other professional fees and expenses as reasonably incurred in connection with the Transaction, the formation of the U.S. subsidiaries, and the FCC application and regulatory approval process; and
(d) The indicative representations and warranties insurance premium of One Million Twelve Thousand United States Dollars ($1,012,000), to be bound upon or prior to closing of the Transaction, subject to further Board review and approval of the final policy terms and premium.
FURTHER RESOLVED, that total pre-closing expenditures in connection with the Transaction (exclusive of the Purchase Price and the earnest money deposit) shall not exceed Two Million Five Hundred Thousand United States Dollars ($2,500,000) without further express approval of the Board of Directors.
Resolution 11 — General Authorization
RESOLVED, that each Authorised Person designated herein is hereby authorised and empowered, acting individually or jointly, to take any and all actions, execute and deliver any and all documents, instruments, agreements, certificates, affidavits, applications, filings, notices, consents, and other writings, and to do any and all things, in the name and on behalf of the Company and its direct and indirect subsidiaries, as such Authorised Person may deem necessary, proper, advisable, or desirable to carry out the purposes and intent of the foregoing resolutions, including without limitation the payment of all fees, taxes, governmental charges, and other amounts incident thereto, the intent being that each Authorised Person shall have the broadest possible authority to act in furtherance of these resolutions.
FURTHER RESOLVED, that any and all actions heretofore taken by any Authorised Person or any officer, director, employee, or agent of the Company prior to the date of these resolutions that are consistent with the purposes and intent of the foregoing resolutions are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company and its subsidiaries.
Resolution 12 — Reporting
RESOLVED, that management shall report to the Board of Directors on the progress of the Transaction, including the status of regulatory approvals, the FCC application and petition process, and any material developments, at each regularly scheduled meeting of the Board of Directors.
FURTHER RESOLVED, that the General Counsel, Priya Dasgupta, shall promptly inform the Board of Directors of any material developments in connection with the Transaction, including but not limited to any objections raised by the FCC or by third parties, any adverse regulatory findings, any requests by the Committee for the Assessment of Foreign Participation for information or mitigation measures, any material changes to the terms of the Transaction, and any other circumstances that may reasonably be expected to have a material effect on the Company's ability to consummate the Transaction on the terms described herein.
CERTIFICATION
I, Priya Dasgupta, General Counsel and Company Secretary of Northgate Telecommunications PLC, do hereby certify that the foregoing resolutions were duly adopted by the unanimous written consent of all of the members of the Board of Directors of Northgate Telecommunications PLC on August 16, 2022, in accordance with the Articles of Association of the Company and all applicable provisions of the Companies Act 2006.
I further certify that, as of the date set forth below, the foregoing resolutions remain in full force and effect and have not been amended, modified, rescinded, revoked, or superseded, in whole or in part, by any subsequent action of the Board of Directors.
IN WITNESS WHEREOF, I have executed this Certification as of the date set forth below.
NORTHGATE TELECOMMUNICATIONS PLC
By: ________
Name: Priya Dasgupta
Title: General Counsel and Company Secretary
Date: ________
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
The undersigned, being all of the members of the Board of Directors of Northgate Telecommunications PLC, hereby consent to and adopt the foregoing resolutions, effective as of August 16, 2022. Each of the undersigned confirms that he or she has reviewed the foregoing resolutions and all exhibits and attachments referenced therein, and that he or she consents to and approves the adoption of such resolutions in all respects.
________________________________________
Marcus Enfield Chief Executive Officer and Director
Date: ________
________________________________________
Eleanor Whitfield Non-Executive Chair and Director
Date: ________
________________________________________
Sir Jonathan Hargrave, CBE Senior Independent Non-Executive Director
Date: ________
________________________________________
Dr. Amira Okafor Independent Non-Executive Director
Date: ________
________________________________________
David Liang Independent Non-Executive Director
Date: ________
________________________________________
Catherine Delacroix Non-Executive Director
Date: ________
________________________________________
Robert Finch Independent Non-Executive Director
Date: ________
________________________________________
Priya Dasgupta General Counsel, Company Secretary, and Director
Date: ________
EXHIBITS AND APPENDICES
The following exhibits and appendices are attached hereto and incorporated by reference into these resolutions:
Exhibit A — Form of Asset Purchase Agreement between Northgate Wireless Americas Inc. (as Buyer/Assignee) and Ridgeline Wireless Holdings LLC (as Seller/Assignor) (to be finalised)
Exhibit B — Proposed Organisational Chart depicting the ownership structure:
Northgate Telecommunications PLC (England & Wales) → 100% ownership of Northgate US Holdings LLC (Delaware LLC) → 100% ownership of Northgate Wireless Americas Inc. (Delaware Corporation — FCC Licensee)
Exhibit C — Summary of Ridgeline Wireless Holdings LLC Spectrum License Portfolio
Exhibit D — Calderwood & Harkness LLP Engagement Letter dated August 16, 2022 (C&H Matter No. 1018-00009)
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Item | Detail
Number of Licenses | 14
FCC Call Signs | WQAB201 through WQAB214
Spectrum Band | Meridian Technologies-3 (Band 66)
Spectrum Type | Paired (uplink/downlink)
Bandwidth | 39 MHz uplink / 39 MHz downlink (78 MHz total paired)
FCC Rules | Part 27 (47 C.F.R. Part 27)
Geographic Coverage | Economic Areas in Nevada, eastern California, and southern Oregon
Covered Population | Approximately 3.84 million POPs
Current Licensee | Ridgeline Wireless Holdings LLC (NV SOS Entity No. E0428716302)

RESOLUTIONS OF THE BOARD OF DIRECTORS

OF NORTHGATE TELECOMMUNICATIONS PLC

RECITALS

WHEREAS:

RESOLUTIONS

CERTIFICATION

NORTHGATE TELECOMMUNICATIONS PLC

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

EXHIBITS AND APPENDICES

Record

Parties

Dates

Amounts