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AMENDMENT AND EXTENSION AGREEMENT

Amendment No. 1 to Asset Purchase Agreement

Dated as of April 22, 2023

This AMENDMENT AND EXTENSION AGREEMENT (this "Agreement" or "Amendment") is entered into as of April 22, 2023 (the "Amendment Effective Date"), by and between:

NORTHGATE WIRELESS AMERICAS INC., a Delaware corporation (Delaware Secretary of State File No. 7284619), with its principal offices at 2200 Wilson Boulevard, Suite 1450, Arlington, Virginia 22201 (hereinafter referred to as "Buyer" or "Assignee"),

and

RIDGELINE WIRELESS HOLDINGS LLC, a Nevada limited liability company (Nevada Secretary of State Entity No. E0428716302), with its principal office at 450 South Virginia Street, Suite 800, Reno, Nevada 89501 (hereinafter referred to as "Seller" or "Assignor").

Buyer and Seller are each individually referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS:

A. The APA. The Parties entered into that certain Asset Purchase Agreement dated as of September 22, 2022 (as the same may be further amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "APA"), pursuant to which Seller agreed to assign and Buyer agreed to acquire fourteen (14) Federal Communications Commission ("FCC") Wireless Radio Service licenses in the Advanced Wireless Services-3 (Meridian Technologies-3) / Band 66 spectrum, licensed under Part 27 of the FCC's Rules, 47 C.F.R. Part 27, bearing call signs WQAB201, WQAB202, WQAB203, WQAB204, WQAB205, WQAB206, WQAB207, WQAB208, WQAB209, WQAB210, WQAB211, WQAB212, WQAB213, and WQAB214, covering Economic Areas in the State of Nevada, eastern California, and southern Oregon, comprising thirty-nine (39) MHz of paired spectrum (collectively, the "License Portfolio"), for an aggregate purchase price of One Hundred Twenty-Six Million Five Hundred Thousand Dollars ($126,500,000.00), as set forth in Section 3.1 of the APA (the "Purchase Price");

B. FCC Application. In connection with the APA, Buyer filed FCC Form 603 (Application for Assignment of Authorization) with the Federal Communications Commission on October 14, 2022 (FCC File No. 0010287-EX), together with a concurrent Petition for Declaratory Ruling filed under Section 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(b)(4), seeking FCC consent to the assignment of the License Portfolio from Seller to Buyer and approval for indirect foreign ownership by Northgate Telecommunications PLC (Companies House Registration No. 08473291), a public limited company organized and existing under the laws of England and Wales (collectively, the "FCC Application"). The FCC Application was accepted for filing by the FCC Wireless Telecommunications Bureau on October 28, 2022, and, as of the Amendment Effective Date, the FCC Application remains pending before the Commission and no final action has been taken thereon;

C. Earnest Money Deposit. In connection with the execution and delivery of the APA, Buyer deposited the sum of Four Million Five Hundred Thousand Dollars ($4,500,000.00) in earnest money (the "Deposit") with Meridian National Bank, N.A., a national banking association, with offices at 333 South Hope Street, Suite 4800, Los Angeles, California 90071 (the "Escrow Agent"), pursuant to that certain Escrow Agreement dated as of September 30, 2022, entered into among Buyer, Seller, and the Escrow Agent (the "Escrow Agreement"). The Deposit is currently being held by the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement;

D. Long-Stop Date. Section 9.1(b) of the APA provides that the closing of the transactions contemplated thereby (the "Closing") shall occur on or before March 15, 2023 (the "Original Long-Stop Date"), subject to the satisfaction or waiver of all conditions precedent set forth in Article VIII of the APA, including, without limitation, the receipt of FCC consent to the assignment of the License Portfolio. The Closing has not occurred as of the Amendment Effective Date;

E. Purchase Price Dispute. On December 14, 2022, Seller delivered written notice to Buyer asserting that a post-signing revaluation of certain California licenses within the License Portfolio—specifically, those licenses covering Economic Area No. 155 (Sacramento-Stockton, California) and Economic Area No. 159 (Fresno, California)—warrants an upward adjustment of Fourteen Million Two Hundred Thousand Dollars ($14,200,000.00) to the Purchase Price (the "Price Adjustment Demand"), which, if applied, would increase the aggregate Purchase Price to One Hundred Forty Million Seven Hundred Thousand Dollars ($140,700,000.00). On December 19, 2022, Buyer delivered written notice to Seller rejecting the Price Adjustment Demand in its entirety, citing the fixed-price provisions set forth in Section 3.1 of the APA and the absence of any contractual price-adjustment mechanism in the APA. The Parties have engaged in good-faith discussions regarding the Price Adjustment Demand but have been unable to reach agreement thereon as of the Amendment Effective Date (the "Purchase Price Dispute");

F. Desire to Extend. Notwithstanding the pendency of the Purchase Price Dispute, the Parties desire to extend the Long-Stop Date under the APA to allow additional time for: (i) the Parties to attempt to negotiate and resolve the Purchase Price Dispute; and (ii) the FCC to complete its review of and act upon the FCC Application, in each case without prejudice to either Party's rights, positions, arguments, claims, or defenses with respect to the Purchase Price, the Price Adjustment Demand, the Purchase Price Dispute, or any other matter arising under the APA; and

G. Authorization. Buyer has obtained corporate authorization from the Board of Directors of its ultimate parent company, Northgate Telecommunications PLC, and from the board of managers of its direct parent company, Northgate US Holdings LLC, for the execution and delivery of this Agreement. Seller has obtained authorization under its Amended and Restated Limited Liability Company Agreement dated as of February 10, 2019 (the "LLC Agreement"), including the previously obtained written consents from (i) Pinnacle Growth Capital Fund II LP, a Delaware limited partnership, holding a twelve percent (12%) membership interest in Seller and possessing consent rights over change-of-control transactions and material amendments to contracts involving the License Portfolio under Section 6.4 of the LLC Agreement, acting through its general partner, Pinnacle Growth Capital Management LLC, and (ii) Crestwood Family Office LLC, a Wyoming limited liability company, holding an eight percent (8%) membership interest in Seller, to the extent required under the LLC Agreement or applicable law, for the execution and performance of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the premises set forth above, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

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 terms and provisions of the APA, the terms and provisions of this Agreement shall govern and control with respect to the subject matter hereof.

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 effectiveness of this Agreement.

(d) "Price Adjustment Demand" has the meaning ascribed to such term in Recital E of this Agreement.

(e) "Purchase Price Dispute" means the dispute between the Parties regarding the Price Adjustment Demand, as more fully described in Recitals E and F of this Agreement.

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 all purposes.

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 unless a specific provision of the APA expressly refers to the Original Long-Stop Date by calendar date.

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 Long-Stop Date;

(b) any obligation of a Party to satisfy, or any right of a Party to waive, a condition precedent to Closing set forth in Article VIII of the APA on or before the Long-Stop Date;

(c) any deadline for the delivery of Closing deliverables referenced in Sections 8.2 and 8.3 of the APA that is expressed by reference to the Long-Stop Date; and

(d) any provision of the APA that references the "expiration" or "termination" of the APA by reason of the passage of the Long-Stop Date—

shall, in each case, be deemed to reference the Extended Long-Stop Date of September 30, 2023, as if such date had been set forth in the APA as originally executed. For the avoidance of doubt, neither Party shall have the right to terminate the APA pursuant to Section 9.1(b) thereof, or otherwise, solely by reason of the failure of the Closing to have occurred on or prior to the Original Long-Stop Date of March 15, 2023, and neither Party shall assert that the APA has expired or terminated by reason of such failure.

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 of both Parties, executed with the same formalities applicable to amendments of the APA as set forth in Section 11.5 thereof.

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 in Section 3.1 of the APA, is warranted, justified, or appropriate for any reason, including without limitation on the basis of the Price Adjustment Demand or any post-signing revaluation of any license within the License Portfolio;

(b) an admission, acknowledgment, or concession by Seller that the Price Adjustment Demand of Fourteen Million Two Hundred Thousand Dollars ($14,200,000.00)—which, if applied, would increase the aggregate Purchase Price to One Hundred Forty Million Seven Hundred Thousand Dollars ($140,700,000.00)—is unwarranted, unjustified, without merit, or otherwise lacking in legal or factual basis;

(c) a waiver, release, limitation, or impairment by either Party of any right, remedy, claim, counterclaim, defense, or argument that such Party may have, assert, or raise under the APA, at law, in equity, or otherwise, with respect to the Purchase Price, the Price Adjustment Demand, or the Purchase Price Dispute, whether now existing or hereafter arising; or

(d) an agreement, commitment, or undertaking by either Party to any particular resolution, outcome, compromise, or disposition of the Purchase Price Dispute, or an agreement by either Party to submit the Purchase Price Dispute to any particular dispute resolution mechanism not already provided for in the APA.

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 novation of the APA or the Escrow Agreement in any respect. Each Party hereby expressly reserves all of its rights, remedies, claims, and defenses under and with respect to the APA, the Escrow Agreement, applicable federal, state, and local law, and principles of equity, whether arising before, on, or after the Amendment Effective Date.

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 Whitaker LLP on behalf of Buyer, and Hargrove, Sato & Caldwell LLP on behalf of Seller—prior to, in connection with, or subsequent to this Agreement;

(d) any oral or written proposals, term sheets, draft agreements, or other communications exchanged between the Parties in connection with the Purchase Price Dispute or the negotiation of this Agreement—

shall not, individually or in the aggregate, be deemed, interpreted, or construed as a waiver, estoppel, or modification of any Party's rights, remedies, positions, claims, or defenses under the APA, at law, in equity, or otherwise, nor as an acknowledgment, admission, or concession of any fact, liability, position, or obligation. All such negotiations, communications, and discussions shall be treated as compromise negotiations within the meaning of Federal Rule of Evidence 408 and any analogous state rule of evidence.

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 continue to cooperate in good faith with respect to the FCC Application during the period from the Amendment Effective Date through the Extended Long-Stop Date, including without limitation:

(a) responding promptly and completely to any requests for additional information, supplemental filings, or other inquiries from the FCC or any FCC bureau, office, or division in connection with the FCC Application;

(b) refraining from taking any action that would reasonably be expected to materially delay or adversely affect the FCC's processing of or action on the FCC Application; and

(c) providing reasonable notice to the other Party of any material communications received from the FCC regarding the FCC Application within five (5) business days of receipt thereof.

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 findings, recommendations for denial, or conditions for approval have been communicated by the Committee to the FCC, the Parties, or their respective counsel in connection with the FCC Application. The Parties agree to cooperate in good faith with respect to any inquiries, requests for information, or other communications from the Committee, the Department of Justice, the Department of Homeland Security, or the Department of Defense in connection with the Committee's review.

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 shall bear, all of its own costs, expenses, and fees (including the fees and expenses of legal counsel and regulatory consultants) incurred in connection with the preparation, filing, prosecution, and maintenance of such petition and any related proceedings before the FCC. Nothing in this Section 4.3 shall be construed to impose upon Buyer any obligation to agree to conditions or undertakings requested by the FCC in connection with such petition that Buyer, in its reasonable discretion, determines to be unduly burdensome or commercially unreasonable.

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 the Communications Act and the potential impact of the proposed assignment on rural broadband competition in northern Nevada;

(b) on December 9, 2022, Buyer filed a timely opposition to such informal objection with the FCC, addressing each of the objections raised therein; and

Buyer shall continue to respond to, oppose, and defend against any further FCC proceedings, pleadings, or inquiries related to such informal objection, at Buyer's sole cost and expense.

ARTICLE 5

ESCROW

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 defined or used therein) shall, from and after the Amendment Effective Date, be read, interpreted, and construed as references to the Extended Long-Stop Date of September 30, 2023. The Escrow Agent shall continue to hold, invest, and disburse the Deposit in accordance with the terms and conditions of the Escrow Agreement, as so modified.

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 delivered in accordance with the notice provisions of the Escrow Agreement and shall be substantially in the form agreed upon by the Parties' respective counsel. Each Party agrees to cooperate in good faith to prepare and deliver such notice within the time period specified herein.

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 extension of the Long-Stop Date contemplated by this Agreement.

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 performance of this Agreement by such Party has been duly and validly authorized by all necessary corporate or limited liability company action on the part of such Party. This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(c) No Conflict. The execution, delivery, and performance of this Agreement by such Party do not and will not: (i) conflict with, violate, or result in a breach of any provision of such Party's certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, or other organizational or governing documents; (ii) violate any applicable federal, state, local, or foreign law, statute, ordinance, rule, regulation, order, judgment, injunction, or decree applicable to such Party; or (iii) conflict with, result in a breach of, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation, or acceleration under any material agreement, contract, lease, license, instrument, or other arrangement to which such Party is a party or by which any of its properties or assets may be bound.

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, or understanding among Seller's members—

from each of Seller's members, to the extent necessary or required for the valid execution, delivery, and performance by Seller of this Agreement, including the written consents of:

(i) Garrett Nolan, holding a sixty-two percent (62%) membership interest in Seller;

(ii) Diane Chua, holding an eighteen percent (18%) membership interest in Seller;

(iii) Pinnacle Growth Capital Fund II LP, a Delaware limited partnership, holding a twelve percent (12%) membership interest in Seller and possessing consent rights over change-of-control transactions and material amendments to contracts involving the License Portfolio, acting through its general partner, Pinnacle Growth Capital Management LLC, a Delaware limited liability company; and

(iv) Crestwood Family Office LLC, a Wyoming limited liability company, holding an eight percent (8%) membership interest in Seller.

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 managers of Northgate US Holdings LLC, a Delaware limited liability company and the direct parent of Buyer; and

(b) the approval of the Board of Directors of Northgate Telecommunications PLC (Companies House Registration No. 08473291), a public limited company organized under the laws of England and Wales and the indirect ultimate parent of Buyer.

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, between the Parties relating to the extension of the Long-Stop Date. No Party has relied on any statement, representation, warranty, or agreement of any other Party except for those expressly set forth in this Agreement and the APA.

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 the APA. The Parties hereby submit to the exclusive jurisdiction of the state and federal courts located in Washoe County, Nevada, for any action, suit, or proceeding arising out of or relating to this Agreement, consistent with Section 11.9 of the APA.

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 or technology compliant with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the Nevada Uniform Electronic Transactions Act (NRS Chapter 719) shall have the same legal force and effect as manual (wet-ink) execution and delivery.

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:

Northgate Wireless Americas Inc. 2200 Wilson Boulevard, Suite 1450 Arlington, Virginia 22201

Attention: Claire Matsuda, Vice President, U.S. Operations

Email: c.matsuda@northgatewireless.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 375 Park Avenue, 40th Floor New York, New York 10152

Attention: Sylvia Hartwell, Esq.

Email: shartwell@calderwoodharkness.com

and

Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, DC 20005

Attention: Annette Galvez, Esq.

Email: agalvez@broadfieldwhitaker.com

If to Seller:

Ridgeline Wireless Holdings LLC 450 South Virginia Street, Suite 800 Reno, Nevada 89501

Attention: Garrett Nolan, Managing Member

Email: gnolan@ridgelinewireless.com

with a copy (which shall not constitute notice) to:

Hargrove, Sato & Caldwell LLP 100 West Liberty Street, Suite 1200 Reno, Nevada 89501

Attention: Kevin Sato, Esq.

Email: ksato@hsclaw.com

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, that the Escrow Agent, Meridian National Bank, N.A., is an intended third-party beneficiary of Section 5 of this Agreement solely to the extent set forth therein.

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 Parties shall negotiate in good faith to replace such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the provision so held to be invalid, illegal, or unenforceable.

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 shall have any claim against the other Party for reimbursement of any such costs, fees, or expenses.

IN WITNESS WHEREOF, the Parties have caused this Amendment and Extension Agreement to be duly executed and delivered by their respective authorized representatives as of the date first written above.

NORTHGATE WIRELESS AMERICAS INC. (a Delaware corporation)

By: ________

Name: Claire Matsuda

Title: Vice President, U.S. Operations

Date: ________

RIDGELINE WIRELESS HOLDINGS LLC (a Nevada limited liability company)

By: ________

Name: Garrett Nolan

Title: Founder & Managing Member

Date: ________

ACKNOWLEDGMENT AND CONSENT OF ESCROW AGENT

Meridian National Bank, N.A. (the "Escrow Agent"), in its capacity as Escrow Agent under that certain Escrow Agreement dated as of September 30, 2022, by and among Northgate Wireless Americas Inc., Ridgeline Wireless Holdings LLC, and Meridian National Bank, N.A. (the "Escrow Agreement"), hereby:

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 references to September 30, 2023); and

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 Agreement — Amendment No. 1 to Asset Purchase Agreement]

AMENDMENT AND EXTENSION AGREEMENT
Amendment No. 1 to Asset Purchase Agreement
Dated as of April 22, 2023
This AMENDMENT AND EXTENSION AGREEMENT (this "Agreement" or "Amendment") is entered into as of April 22, 2023 (the "Amendment Effective Date"), by and between:
NORTHGATE WIRELESS AMERICAS INC., a Delaware corporation (Delaware Secretary of State File No. 7284619), with its principal offices at 2200 Wilson Boulevard, Suite 1450, Arlington, Virginia 22201 (hereinafter referred to as "Buyer" or "Assignee"),
and
RIDGELINE WIRELESS HOLDINGS LLC, a Nevada limited liability company (Nevada Secretary of State Entity No. E0428716302), with its principal office at 450 South Virginia Street, Suite 800, Reno, Nevada 89501 (hereinafter referred to as "Seller" or "Assignor").
Buyer and Seller are each individually referred to herein as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. The APA. The Parties entered into that certain Asset Purchase Agreement dated as of September 22, 2022 (as the same may be further amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "APA"), pursuant to which Seller agreed to assign and Buyer agreed to acquire fourteen (14) Federal Communications Commission ("FCC") Wireless Radio Service licenses in the Advanced Wireless Services-3 (Meridian Technologies-3) / Band 66 spectrum, licensed under Part 27 of the FCC's Rules, 47 C.F.R. Part 27, bearing call signs WQAB201, WQAB202, WQAB203, WQAB204, WQAB205, WQAB206, WQAB207, WQAB208, WQAB209, WQAB210, WQAB211, WQAB212, WQAB213, and WQAB214, covering Economic Areas in the State of Nevada, eastern California, and southern Oregon, comprising thirty-nine (39) MHz of paired spectrum (collectively, the "License Portfolio"), for an aggregate purchase price of One Hundred Twenty-Six Million Five Hundred Thousand Dollars ($126,500,000.00), as set forth in Section 3.1 of the APA (the "Purchase Price");
B. FCC Application. In connection with the APA, Buyer filed FCC Form 603 (Application for Assignment of Authorization) with the Federal Communications Commission on October 14, 2022 (FCC File No. 0010287-EX), together with a concurrent Petition for Declaratory Ruling filed under Section 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(b)(4), seeking FCC consent to the assignment of the License Portfolio from Seller to Buyer and approval for indirect foreign ownership by Northgate Telecommunications PLC (Companies House Registration No. 08473291), a public limited company organized and existing under the laws of England and Wales (collectively, the "FCC Application"). The FCC Application was accepted for filing by the FCC Wireless Telecommunications Bureau on October 28, 2022, and, as of the Amendment Effective Date, the FCC Application remains pending before the Commission and no final action has been taken thereon;
C. Earnest Money Deposit. In connection with the execution and delivery of the APA, Buyer deposited the sum of Four Million Five Hundred Thousand Dollars ($4,500,000.00) in earnest money (the "Deposit") with Meridian National Bank, N.A., a national banking association, with offices at 333 South Hope Street, Suite 4800, Los Angeles, California 90071 (the "Escrow Agent"), pursuant to that certain Escrow Agreement dated as of September 30, 2022, entered into among Buyer, Seller, and the Escrow Agent (the "Escrow Agreement"). The Deposit is currently being held by the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement;
D. Long-Stop Date. Section 9.1(b) of the APA provides that the closing of the transactions contemplated thereby (the "Closing") shall occur on or before March 15, 2023 (the "Original Long-Stop Date"), subject to the satisfaction or waiver of all conditions precedent set forth in Article VIII of the APA, including, without limitation, the receipt of FCC consent to the assignment of the License Portfolio. The Closing has not occurred as of the Amendment Effective Date;
E. Purchase Price Dispute. On December 14, 2022, Seller delivered written notice to Buyer asserting that a post-signing revaluation of certain California licenses within the License Portfolio—specifically, those licenses covering Economic Area No. 155 (Sacramento-Stockton, California) and Economic Area No. 159 (Fresno, California)—warrants an upward adjustment of Fourteen Million Two Hundred Thousand Dollars ($14,200,000.00) to the Purchase Price (the "Price Adjustment Demand"), which, if applied, would increase the aggregate Purchase Price to One Hundred Forty Million Seven Hundred Thousand Dollars ($140,700,000.00). On December 19, 2022, Buyer delivered written notice to Seller rejecting the Price Adjustment Demand in its entirety, citing the fixed-price provisions set forth in Section 3.1 of the APA and the absence of any contractual price-adjustment mechanism in the APA. The Parties have engaged in good-faith discussions regarding the Price Adjustment Demand but have been unable to reach agreement thereon as of the Amendment Effective Date (the "Purchase Price Dispute");
F. Desire to Extend. Notwithstanding the pendency of the Purchase Price Dispute, the Parties desire to extend the Long-Stop Date under the APA to allow additional time for: (i) the Parties to attempt to negotiate and resolve the Purchase Price Dispute; and (ii) the FCC to complete its review of and act upon the FCC Application, in each case without prejudice to either Party's rights, positions, arguments, claims, or defenses with respect to the Purchase Price, the Price Adjustment Demand, the Purchase Price Dispute, or any other matter arising under the APA; and
G. Authorization. Buyer has obtained corporate authorization from the Board of Directors of its ultimate parent company, Northgate Telecommunications PLC, and from the board of managers of its direct parent company, Northgate US Holdings LLC, for the execution and delivery of this Agreement. Seller has obtained authorization under its Amended and Restated Limited Liability Company Agreement dated as of February 10, 2019 (the "LLC Agreement"), including the previously obtained written consents from (i) Pinnacle Growth Capital Fund II LP, a Delaware limited partnership, holding a twelve percent (12%) membership interest in Seller and possessing consent rights over change-of-control transactions and material amendments to contracts involving the License Portfolio under Section 6.4 of the LLC Agreement, acting through its general partner, Pinnacle Growth Capital Management LLC, and (ii) Crestwood Family Office LLC, a Wyoming limited liability company, holding an eight percent (8%) membership interest in Seller, to the extent required under the LLC Agreement or applicable law, for the execution and performance of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the premises set forth above, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
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 terms and provisions of the APA, the terms and provisions of this Agreement shall govern and control with respect to the subject matter hereof.
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 effectiveness of this Agreement.
(d) "Price Adjustment Demand" has the meaning ascribed to such term in Recital E of this Agreement.
(e) "Purchase Price Dispute" means the dispute between the Parties regarding the Price Adjustment Demand, as more fully described in Recitals E and F of this Agreement.
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 all purposes.
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 unless a specific provision of the APA expressly refers to the Original Long-Stop Date by calendar date.
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 Long-Stop Date;
(b) any obligation of a Party to satisfy, or any right of a Party to waive, a condition precedent to Closing set forth in Article VIII of the APA on or before the Long-Stop Date;
(c) any deadline for the delivery of Closing deliverables referenced in Sections 8.2 and 8.3 of the APA that is expressed by reference to the Long-Stop Date; and
(d) any provision of the APA that references the "expiration" or "termination" of the APA by reason of the passage of the Long-Stop Date—
shall, in each case, be deemed to reference the Extended Long-Stop Date of September 30, 2023, as if such date had been set forth in the APA as originally executed. For the avoidance of doubt, neither Party shall have the right to terminate the APA pursuant to Section 9.1(b) thereof, or otherwise, solely by reason of the failure of the Closing to have occurred on or prior to the Original Long-Stop Date of March 15, 2023, and neither Party shall assert that the APA has expired or terminated by reason of such failure.
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 of both Parties, executed with the same formalities applicable to amendments of the APA as set forth in Section 11.5 thereof.
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 in Section 3.1 of the APA, is warranted, justified, or appropriate for any reason, including without limitation on the basis of the Price Adjustment Demand or any post-signing revaluation of any license within the License Portfolio;
(b) an admission, acknowledgment, or concession by Seller that the Price Adjustment Demand of Fourteen Million Two Hundred Thousand Dollars ($14,200,000.00)—which, if applied, would increase the aggregate Purchase Price to One Hundred Forty Million Seven Hundred Thousand Dollars ($140,700,000.00)—is unwarranted, unjustified, without merit, or otherwise lacking in legal or factual basis;
(c) a waiver, release, limitation, or impairment by either Party of any right, remedy, claim, counterclaim, defense, or argument that such Party may have, assert, or raise under the APA, at law, in equity, or otherwise, with respect to the Purchase Price, the Price Adjustment Demand, or the Purchase Price Dispute, whether now existing or hereafter arising; or
(d) an agreement, commitment, or undertaking by either Party to any particular resolution, outcome, compromise, or disposition of the Purchase Price Dispute, or an agreement by either Party to submit the Purchase Price Dispute to any particular dispute resolution mechanism not already provided for in the APA.
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 novation of the APA or the Escrow Agreement in any respect. Each Party hereby expressly reserves all of its rights, remedies, claims, and defenses under and with respect to the APA, the Escrow Agreement, applicable federal, state, and local law, and principles of equity, whether arising before, on, or after the Amendment Effective Date.
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 Whitaker LLP on behalf of Buyer, and Hargrove, Sato & Caldwell LLP on behalf of Seller—prior to, in connection with, or subsequent to this Agreement;
(c) any forbearance, delay, or course of dealing by either Party in exercising any right or remedy under the APA; and
(d) any oral or written proposals, term sheets, draft agreements, or other communications exchanged between the Parties in connection with the Purchase Price Dispute or the negotiation of this Agreement—
shall not, individually or in the aggregate, be deemed, interpreted, or construed as a waiver, estoppel, or modification of any Party's rights, remedies, positions, claims, or defenses under the APA, at law, in equity, or otherwise, nor as an acknowledgment, admission, or concession of any fact, liability, position, or obligation. All such negotiations, communications, and discussions shall be treated as compromise negotiations within the meaning of Federal Rule of Evidence 408 and any analogous state rule of evidence.
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 continue to cooperate in good faith with respect to the FCC Application during the period from the Amendment Effective Date through the Extended Long-Stop Date, including without limitation:
(a) responding promptly and completely to any requests for additional information, supplemental filings, or other inquiries from the FCC or any FCC bureau, office, or division in connection with the FCC Application;
(b) refraining from taking any action that would reasonably be expected to materially delay or adversely affect the FCC's processing of or action on the FCC Application; and
(c) providing reasonable notice to the other Party of any material communications received from the FCC regarding the FCC Application within five (5) business days of receipt thereof.
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 findings, recommendations for denial, or conditions for approval have been communicated by the Committee to the FCC, the Parties, or their respective counsel in connection with the FCC Application. The Parties agree to cooperate in good faith with respect to any inquiries, requests for information, or other communications from the Committee, the Department of Justice, the Department of Homeland Security, or the Department of Defense in connection with the Committee's review.
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 shall bear, all of its own costs, expenses, and fees (including the fees and expenses of legal counsel and regulatory consultants) incurred in connection with the preparation, filing, prosecution, and maintenance of such petition and any related proceedings before the FCC. Nothing in this Section 4.3 shall be construed to impose upon Buyer any obligation to agree to conditions or undertakings requested by the FCC in connection with such petition that Buyer, in its reasonable discretion, determines to be unduly burdensome or commercially unreasonable.
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 the Communications Act and the potential impact of the proposed assignment on rural broadband competition in northern Nevada;
(b) on December 9, 2022, Buyer filed a timely opposition to such informal objection with the FCC, addressing each of the objections raised therein; and
(c) as of the Amendment Effective Date, the FCC has taken no action on such informal objection.
Buyer shall continue to respond to, oppose, and defend against any further FCC proceedings, pleadings, or inquiries related to such informal objection, at Buyer's sole cost and expense.
ARTICLE 5
ESCROW
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 defined or used therein) shall, from and after the Amendment Effective Date, be read, interpreted, and construed as references to the Extended Long-Stop Date of September 30, 2023. The Escrow Agent shall continue to hold, invest, and disburse the Deposit in accordance with the terms and conditions of the Escrow Agreement, as so modified.
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 delivered in accordance with the notice provisions of the Escrow Agreement and shall be substantially in the form agreed upon by the Parties' respective counsel. Each Party agrees to cooperate in good faith to prepare and deliver such notice within the time period specified herein.
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 extension of the Long-Stop Date contemplated by this Agreement.
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 performance of this Agreement by such Party has been duly and validly authorized by all necessary corporate or limited liability company action on the part of such Party. This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(c) No Conflict. The execution, delivery, and performance of this Agreement by such Party do not and will not: (i) conflict with, violate, or result in a breach of any provision of such Party's certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, or other organizational or governing documents; (ii) violate any applicable federal, state, local, or foreign law, statute, ordinance, rule, regulation, order, judgment, injunction, or decree applicable to such Party; or (iii) conflict with, result in a breach of, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation, or acceleration under any material agreement, contract, lease, license, instrument, or other arrangement to which such Party is a party or by which any of its properties or assets may be bound.
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, or understanding among Seller's members—
from each of Seller's members, to the extent necessary or required for the valid execution, delivery, and performance by Seller of this Agreement, including the written consents of:
(i) Garrett Nolan, holding a sixty-two percent (62%) membership interest in Seller;
(ii) Diane Chua, holding an eighteen percent (18%) membership interest in Seller;
(iii) Pinnacle Growth Capital Fund II LP, a Delaware limited partnership, holding a twelve percent (12%) membership interest in Seller and possessing consent rights over change-of-control transactions and material amendments to contracts involving the License Portfolio, acting through its general partner, Pinnacle Growth Capital Management LLC, a Delaware limited liability company; and
(iv) Crestwood Family Office LLC, a Wyoming limited liability company, holding an eight percent (8%) membership interest in Seller.
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 managers of Northgate US Holdings LLC, a Delaware limited liability company and the direct parent of Buyer; and
(b) the approval of the Board of Directors of Northgate Telecommunications PLC (Companies House Registration No. 08473291), a public limited company organized under the laws of England and Wales and the indirect ultimate parent of Buyer.
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, between the Parties relating to the extension of the Long-Stop Date. No Party has relied on any statement, representation, warranty, or agreement of any other Party except for those expressly set forth in this Agreement and the APA.
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 the APA. The Parties hereby submit to the exclusive jurisdiction of the state and federal courts located in Washoe County, Nevada, for any action, suit, or proceeding arising out of or relating to this Agreement, consistent with Section 11.9 of the APA.
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 or technology compliant with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the Nevada Uniform Electronic Transactions Act (NRS Chapter 719) shall have the same legal force and effect as manual (wet-ink) execution and delivery.
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:
Northgate Wireless Americas Inc. 2200 Wilson Boulevard, Suite 1450 Arlington, Virginia 22201
Attention: Claire Matsuda, Vice President, U.S. Operations
Email: c.matsuda@northgatewireless.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 375 Park Avenue, 40th Floor New York, New York 10152
Attention: Sylvia Hartwell, Esq.
Email: shartwell@calderwoodharkness.com
and
Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, DC 20005
Attention: Annette Galvez, Esq.
Email: agalvez@broadfieldwhitaker.com
If to Seller:
Ridgeline Wireless Holdings LLC 450 South Virginia Street, Suite 800 Reno, Nevada 89501
Attention: Garrett Nolan, Managing Member
Email: gnolan@ridgelinewireless.com
with a copy (which shall not constitute notice) to:
Hargrove, Sato & Caldwell LLP 100 West Liberty Street, Suite 1200 Reno, Nevada 89501
Attention: Kevin Sato, Esq.
Email: ksato@hsclaw.com
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, that the Escrow Agent, Meridian National Bank, N.A., is an intended third-party beneficiary of Section 5 of this Agreement solely to the extent set forth therein.
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 Parties shall negotiate in good faith to replace such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the provision so held to be invalid, illegal, or unenforceable.
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 shall have any claim against the other Party for reimbursement of any such costs, fees, or expenses.
IN WITNESS WHEREOF, the Parties have caused this Amendment and Extension Agreement to be duly executed and delivered by their respective authorized representatives as of the date first written above.
NORTHGATE WIRELESS AMERICAS INC. (a Delaware corporation)
By: ________
Name: Claire Matsuda
Title: Vice President, U.S. Operations
Date: ________
RIDGELINE WIRELESS HOLDINGS LLC (a Nevada limited liability company)
By: ________
Name: Garrett Nolan
Title: Founder & Managing Member
Date: ________
ACKNOWLEDGMENT AND CONSENT OF ESCROW AGENT
Meridian National Bank, N.A. (the "Escrow Agent"), in its capacity as Escrow Agent under that certain Escrow Agreement dated as of September 30, 2022, by and among Northgate Wireless Americas Inc., Ridgeline Wireless Holdings LLC, and Meridian National Bank, N.A. (the "Escrow Agreement"), hereby:
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 references to September 30, 2023); and
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 Agreement — Amendment No. 1 to Asset Purchase Agreement]

AMENDMENT AND EXTENSION AGREEMENT

RECITALS

WHEREAS:

ARTICLE 1

ARTICLE 2

AMENDMENT TO LONG-STOP DATE

ARTICLE 3

ARTICLE 4

FCC APPLICATION AND REGULATORY MATTERS

ARTICLE 5

ARTICLE 6

REPRESENTATIONS AND WARRANTIES

ARTICLE 7

MISCELLANEOUS PROVISIONS

ACKNOWLEDGMENT AND CONSENT OF ESCROW AGENT

Record

Parties

Dates

Amounts