Contract analysis

I. PURPOSE AND SCOPE OF MEMORANDUM This memorandum documents the alternative fee arrangement ("AFA") negotiated and agreed upon between Calderwood & Harkness LLP ("C&H" or the "Firm") and Northgate Networks America Inc. ("Northgate" or the "Client") for the defense of the antitrust litigation captioned Ridgepoint Communications Inc. v. Northgate Networks America Inc. et al., Case No. 1:22-cv-01487-CMW, currently pend

II. ENGAGEMENT TEAM AND STANDARD BILLING RATES A. Identified Timekeepers The following individuals have been designated as approved timekeepers on the Northgate matter. Each timekeeper's role, office location, and standard 2022 billing rate are set forth below: These standard rates reflect the Firm's published 2022 rate schedule and serve as the basis for the initial calculation of monthly invoices, prior to the appl

III. ALTERNATIVE FEE ARRANGEMENT — BLENDED RATE CAP A. Blended Rate Cap The engagement is governed by a blended rate cap of $925 per hour across all timekeepers. This mechanism is intended to provide the Client with cost predictability while permitting the Firm to deploy the level of expertise appropriate to the work at hand—including significant partner involvement on strategic and substantive matters—without subjec

1. Initial Calculation at Standard Rates. Each monthly invoice will be calculated first at the standard billing rates of each timekeeper, as set forth in Section II.A (or as subsequently adjusted pursuant to Section II.C).

2. Effective Blended Rate Determination. The effective blended rate for the billing period will be calculated by dividing the total professional fees (at standard rates) by the total hours billed by all timekeepers during the billing period.

3. Application of the Cap. If the effective blended rate exceeds $925 per hour, total professional fees for the billing period will be reduced so that the effective blended rate equals exactly $925 per hour. If the effective blended rate is at or below $925 per hour, no adjustment is required and the invoice will reflect fees at standard rates.

4. Calculation Period. The blended rate is calculated across the aggregate hours of all timekeepers on the Matter for each monthly billing period. The calculation is performed on a month-by-month basis and is not cumulative across billing periods. Illustrative Example: Assume that in a given month, the following time is recorded: The effective blended rate at standard rates would be $123,900 ÷ 120 hours = $1,032.50 p

IV. MONTHLY FEE CAP A. Monthly Invoice Ceiling In addition to the blended rate cap, monthly invoices for Calderwood & Harkness professional fees shall not exceed $275,000 absent prior written approval from Catherine Ng, U.S. Deputy General Counsel of Northgate Networks America Inc. This monthly cap provides the Client with a further layer of cost control by setting an absolute ceiling on monthly Firm fees, independen

1. Advance Written Request. The Responsible Partner (Elaine Forsythe) or the Billing Partner (Howard Bellamy) must submit a written request to Catherine Ng at least ten (10) business days in advance of the point at which fees are anticipated to exceed the $275,000 cap.

2. Required Content of Request. The written request must include, at a minimum: (i) the reason for the anticipated overage, stated with reasonable specificity; (ii) a description of the work necessitating the excess, identifying the specific tasks, deadlines, or proceedings driving the increased activity; (iii) the estimated total C&H professional fees for the month; and (iv) the expected duration of elevated spendin

3. No Invoicing Without Approval. Under no circumstances may C&H professional fees in excess of $275,000 for any single month be invoiced to the Client without documented written pre-approval from Catherine Ng. If pre-approval has not been obtained, fees for that month must be held at the $275,000 cap, and any excess time will be absorbed by the Firm.

4. Form of Approval. Pre-approval may be communicated by Catherine Ng via email. Any such email, together with the original written request, must be retained in the matter billing file and referenced on the corresponding invoice. C. Carryover and Reconciliation The monthly fee cap operates on a strict month-by-month basis. The following rules govern carryover and reconciliation: • No Banking of Unused Capacity. If C&

V. TREATMENT OF DISBURSEMENTS AND OUT-OF-POCKET EXPENSES A. Firm Disbursements Standard firm disbursements incurred in connection with the Matter will be billed to the Client at cost. These disbursements are separate from professional fees and are not subject to either the blended rate cap (Section III) or the $275,000 monthly fee cap (Section IV). Standard firm disbursements include, but are not limited to, the foll

VI. TREATMENT OF EXPERT AND CONSULTANT FEES A. Economic Expert — Ellsworth Economic Consulting LLC The engagement team has retained the following economic consulting firm to provide expert analysis and testimony in connection with the Matter: Firm: Ellsworth Economic Consulting LLC Address: 1455 Pennsylvania Avenue NW, Suite 850, Washington, D.C. 20004 Engagement Lead: Dr. Priya Narasimhan, Managing Director Scope of

VII. TREATMENT OF E-DISCOVERY VENDOR FEES A. E-discovery Vendor — Candela discovery Solutions Inc. The following e-discovery vendor has been retained to provide document hosting, processing, and review platform services in connection with the Matter: Firm: Candela discovery Solutions Inc. Address: 200 Park Avenue South, 14th Floor, New York, NY 10003 Project Manager: Kenji Takahashi Services. Candela discovery Soluti

VIII. INVOICE FORMAT AND SUBMISSION A. Billing Cycle The Matter will be billed on a monthly billing cycle. Invoices will be prepared and submitted within fifteen (15) business days following the close of each calendar month. For example, the invoice for services rendered and costs incurred during the month of October 2022 will be submitted no later than the fifteenth business day of November 2022. The Billing Partner

1. C&H Professional Fees. Professional fees will be broken out by individual timekeeper, showing the following for each: (a) the timekeeper's name and role; (b) hours billed during the billing period; (c) the timekeeper's standard billing rate; (d) the fee amount at standard rates; and (e) the fee amount after application of the blended rate cap (if applicable).

2. Effective Blended Rate Calculation. Each invoice will include a calculation showing the effective blended rate for the month—total fees at standard rates divided by total hours—and, if the cap is triggered, the resulting adjustment.

3. Disbursements. Firm disbursements will be itemized by category (e.g., travel, photocopying, legal research, filing fees) with reasonable supporting detail.

4. Third-Party Pass-Through Costs. Each third-party vendor and consultant will appear as a separate line item on the invoice: (a) Ellsworth Economic Consulting LLC — with supporting vendor invoice attached; (b) Torrence Policy Group LLC — with supporting vendor invoice attached; and (c) Candela discovery Solutions Inc. — with supporting vendor invoice attached.

5. Running Cumulative Totals. Each invoice will include running cumulative totals for: (a) C&H professional fees (inception to date); (b) each third-party vendor (inception to date); and (c) aggregate matter spend (inception to date, inclusive of all fees, disbursements, and vendor costs). C. Invoice Submission Invoices will be submitted electronically to: Catherine Ng U.S. Deputy General Counsel Northgate Networks A

IX. BUDGET TRACKING AND REPORTING A. Cumulative Fee Summary As of the preparation of this memorandum, the engagement has been ongoing since September 2022. The following cumulative spend tracking framework will be maintained and updated with each monthly invoice submission. The figures presented below reflect spend through the most recent reconciliation: These figures will be updated with each monthly invoice and rec

X. INSURANCE AND COST RECOVERY CONSIDERATIONS The following information is provided for internal awareness purposes only and should not be communicated to any third party without the express authorization of the Responsible Partner. Northgate has tendered the Ridgepoint claim to its primary directors and officers / entity liability insurer: Insurer: Clarendon Mutual Insurance Ltd. Policy Type: Primary D&O / Entity Li

XI. COMPLIANCE AND INTERNAL CONTROLS A. Timekeeper Compliance All timekeepers assigned to the Northgate matter are required to comply with the following billing practices: • Daily Time Entry. Time must be entered on a daily basis, with descriptions of tasks performed. Entries should be recorded on the day the work is performed, or no later than the following business day. Late time entry compromises the accuracy and

XII. CONTACT INFORMATION For ease of reference, the principal contacts for billing and fee administration matters are as follows: Client Billing Contact: Catherine Ng U.S. Deputy General Counsel Northgate Networks America Inc. 8200 Dulles Corner Boulevard, Suite 1100 Tysons Corner, VA 22182 Group General Counsel (copy on invoices): James Whitford Group General Counsel Northgate Telecommunications PLC 14 Broadwall Lan