Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H") writes on behalf of its client, Northgate Telecommunications PLC ("Northgate" or "NTP"), a public limited company organized under the laws of England and Wales (Companies House Registration No. 08473291), headquartered at 14 Cavendish Square, London W1G 0BX, United Kingdom, and listed on the London Stock Exchange (ticker symbol LSE: NGTL). As you and I hav

2. Client Identification and Engagement Background C&H was formally engaged by Northgate on August 16, 2022 (C&H Matter No. 1018-00009) to serve as lead outside U.S. counsel in connection with regulatory compliance, corporate structuring, tax planning, and related legal aspects of Northgate's proposed acquisition of FCC spectrum licenses in the United States. C&H's engagement encompasses the full range of legal servi

3. Transaction Overview Northgate proposes to acquire fourteen (14) FCC Wireless Radio Service licenses in the Advanced Wireless Services-3 ("Meridian Technologies-3") / Band 66 spectrum band, governed by 47 C.F.R. Part 27, from Ridgeline Wireless Holdings LLC ("Ridgeline"), a Nevada limited liability company (Nevada Secretary of State Entity No. E0428716302), with its principal office at 450 South Virginia Street, S

4. Scope of Broadfield Whitaker's Engagement Broadfield Whitaker's engagement shall encompass the following work streams, each of which is described in detail below. 4.1 FCC Form 603 Application Broadfield Whitaker shall be responsible for the preparation, filing, and prosecution of FCC Form 603 — Application for Assignment of Authorization — seeking FCC consent to the assignment of the fourteen (14) Meridian Technol

5. Calderwood & Harkness Engagement Team and Key Contacts The C&H engagement team for this matter consists of the following individuals: • Sylvia Hartwell — Partner (Tax), C&H New York office. Sylvia serves as the Responsible Partner and primary relationship partner for the overall Northgate engagement, with supervisory authority over all aspects of the matter. • Leonard Cross — Partner (Tax), C&H New York office. Le

6. Broadfield Whitaker Engagement Team We understand that Broadfield Whitaker's engagement team for this matter will consist of the following individuals: • Annette Galvez — Partner (FCC Regulatory), serving as the Lead Partner for Broadfield Whitaker's engagement and the individual principally responsible for the quality and timeliness of all work product delivered by Broadfield Whitaker under this letter. • Daniel

7. Fee Arrangements 7.1 Billing and Rate Structure Broadfield Whitaker shall bill for services rendered in connection with this engagement at its standard hourly rates for the attorneys and professional staff assigned to the matter, as separately communicated to and approved by C&H. We understand that a current rate schedule has been provided by Broadfield Whitaker under separate cover and that such rates are consist

8. Reporting Obligations Timely and comprehensive reporting is essential to the effective coordination of this co-counsel engagement. Broadfield Whitaker shall adhere to the following reporting obligations: (a) Bi-Weekly Status Reports. Broadfield Whitaker shall provide C&H with written status reports on a bi-weekly basis (i.e., every two weeks), or more frequently as circumstances may require. Each status report sha

9. Coordination Protocols 9.1 Work Product Review All draft filings, letters, memoranda, and other work product prepared by Broadfield Whitaker in connection with this engagement shall be circulated to Harold Wren and Simone Laroche at C&H in draft form with sufficient lead time for C&H review, comment, and client input prior to finalization and filing. As a general matter, draft work product should be provided to C&

10. Conflicts Broadfield Whitaker confirms that it has conducted a comprehensive conflicts check consistent with its professional obligations under the Rules of Professional Conduct and has identified no conflicts of interest that would preclude or limit its representation of Northgate in this matter. The conflicts check was conducted against the following parties and their respective affiliates, as identified by C&H

11. Term and Termination This co-counsel arrangement shall remain in effect until the earliest to occur of the following: (a) Completion of the FCC regulatory workstream — that is, the date on which the FCC has taken final action (whether by grant, denial, dismissal, or otherwise) on both the FCC Form 603 application and the Section 310(b)(4) petition for declaratory ruling, and all related proceedings (including any

12. Insurance Broadfield Whitaker confirms that it currently maintains professional liability (errors and omissions) insurance in an amount sufficient to cover its role and potential exposure in connection with this engagement. Broadfield Whitaker shall maintain such insurance coverage in effect for the duration of the engagement and shall promptly notify C&H of any material change in coverage, including any reductio

13. Governing Law This letter agreement shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflict of laws principles.

14. Acceptance and Execution If the foregoing terms accurately reflect your understanding of the co-counsel arrangement, please indicate Broadfield Whitaker's acceptance by signing and returning a copy of this letter to the undersigned at your earliest convenience. A countersigned copy may be returned via email (PDF) followed by the original via overnight courier. We are excited to work with you and your team on this