Contract analysis

1. Purpose and Confirmation of Engagement Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," or "we") is pleased to confirm its engagement by Northgate Telecommunications PLC ("Northgate," "NTP," or the "Company"; Companies House No. 08473291) as outside legal counsel in connection with the matter referenced above. This engagement is effective as of August 16, 2022. This letter (together with the enclose

2. Client Identification The client for this engagement is Northgate Telecommunications PLC, a public limited company organized and existing under the laws of England and Wales, and listed on the London Stock Exchange (LSE: NGTL). All references in this letter to "the client" or "Northgate" shall refer to Northgate Telecommunications PLC. While the representation may involve work performed on behalf of, or in connect

3. Scope of Representation Calderwood & Harkness's representation of Northgate in connection with the proposed Ridgeline spectrum acquisition will encompass the following areas of legal work, subject to the exclusions set forth at the end of this Section: Phase 1 — FCC Application and Regulatory Approvals Calderwood & Harkness will provide the following regulatory advisory and application services in connection with

4. Engagement Team Calderwood & Harkness has assembled the following team of attorneys to handle this engagement. Each team member has been selected for their relevant expertise and familiarity with the legal and regulatory issues presented by the proposed transaction. Responsible Partner: Sylvia Hartwell, Partner, Tax Practice Group, New York and London offices. Ms. Hartwell will serve as the Responsible Partner for

5. Fees and Billing Arrangements Hourly Rate Structure Fees for legal services rendered in connection with this engagement will be charged on an hourly basis at Calderwood & Harkness's standard rates for the professionals involved. The current hourly rates for each member of the engagement team are set forth in the Schedule of Current Hourly Rates attached hereto as Enclosure B. Based on the anticipated allocation of

6. Co-Counsel Arrangement — Broadfield Whitaker LLP Given the specialized nature of the FCC regulatory proceedings involved in the proposed transaction, Calderwood & Harkness has identified and proposes to retain Broadfield Whitaker LLP ("Broadfield Whitaker"), a Washington, D.C.-based law firm with recognized expertise in FCC regulatory matters, as co-counsel on behalf of Northgate in this engagement. Broadfield Whi

7. Conflict of Interest Calderwood & Harkness has conducted a comprehensive conflicts check with respect to Northgate Telecommunications PLC and the parties known to be involved in or associated with the proposed transaction, including the following entities and individuals: • Ridgeline Wireless Holdings LLC • Garrett Nolan (individual member of Ridgeline) • Diane Chua (individual member of Ridgeline) • Pinnacle Grow

8. Confidentiality and Privilege All communications between Calderwood & Harkness and Northgate (including its officers, directors, employees, and authorized representatives), and all work product generated by Calderwood & Harkness in connection with this engagement, are intended to be protected by the attorney-client privilege and/or the work-product doctrine, to the fullest extent permitted by applicable law. Calde

9. Document Retention Calderwood & Harkness's standard document retention policies, as set forth in the Firm's Standard Terms of Engagement (Enclosure A), shall apply to this engagement. Client files, documents, and work product generated in connection with this engagement will be retained by the Firm for a period of seven (7) years following the conclusion of the engagement (or such longer period as may be required

10. Termination of Engagement Either party may terminate this engagement at any time upon written notice to the other party. Termination shall be effective upon receipt of such written notice, subject to Calderwood & Harkness's professional obligations to protect the client's interests during any transition period. Upon termination of the engagement, Northgate will remain responsible for the payment of all fees and d

11. Limitation of Liability The standard limitation of liability provisions set forth in Calderwood & Harkness's Standard Terms of Engagement (Enclosure A) shall apply to this engagement. Without limiting the generality of those provisions, Calderwood & Harkness's aggregate liability to Northgate and its affiliates for any and all claims, losses, damages, costs, and expenses arising out of or relating to the legal se

12. Governing Law and Dispute Resolution This engagement letter, including the Standard Terms of Engagement incorporated by reference herein, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. Any dispute, controversy, or claim arising out of or relating to this engagement letter, the attorney-client relationship established here

13. Acknowledgment and Acceptance We respectfully request that you confirm Northgate Telecommunications PLC's agreement to the terms set forth in this engagement letter, including the co-counsel arrangement with Broadfield Whitaker LLP described in Section 6, by executing this letter in the space provided below and returning a signed copy to the undersigned. An electronic scan of the executed signature page transmitt