Contract analysis

1. The Client The client in this engagement is Northgate Telecommunications PLC, a public limited company incorporated under the laws of the State of Delaware, with its principal executive offices located at 45 Broadwick Street, London W1F 0DB, United Kingdom. The Company's shares of common stock, par value $0.01 per share (the "Common Stock"), are listed on the New York Stock Exchange under the ticker symbol "NTP."

2. Scope of Engagement 2.1 General Description of Matter Calderwood & Harkness will represent Northgate in connection with the Company's response to the activism campaign being conducted by Greystone Capital Partners LP. On February 14, 2023, Greystone filed a Schedule 13D with the SEC disclosing beneficial ownership of 28,016,000 shares of NTP Common Stock, representing approximately 6.8% of the 412,000,000 shares o

3. Engagement Team 3.1 Responsible Partner Angela Fontaine, Partner, will serve as the Responsible Partner for this engagement and as the relationship partner for Northgate. Ms. Fontaine is a member of the Firm's Real Estate practice group and has maintained a longstanding professional relationship with the Company across a range of matters. In her capacity as Responsible Partner, Ms. Fontaine will have overall super

4. Fees and Billing Rates 4.1 Hourly Rates Calderwood & Harkness will bill for professional services rendered in connection with this engagement on an hourly basis. The following are the Firm's 2023 standard hourly rates for the identified members of the engagement team: If additional attorneys or other professionals are staffed on this matter, their time will be billed at Calderwood & Harkness's then-current standar

5. Billing and Payment Terms 5.1 Invoicing. Calderwood & Harkness will render invoices to the Company on a monthly basis. Invoices will be addressed to Priya Nandakumar, General Counsel & Corporate Secretary, Northgate Telecommunications PLC, at the address set forth above, or to such other address, email address, or electronic billing platform as the Company may designate in writing from time to time. Each invoice w

6. Conflicts of Interest Calderwood & Harkness has conducted a conflicts check in accordance with its standard procedures and the applicable rules of professional conduct. Based on the information currently available to the Firm, including the identity of the Company, Greystone, and the other parties and advisors identified in this engagement letter, the Firm has not identified any conflict of interest that would pre

7. Confidentiality and Privilege Calderwood & Harkness will maintain the confidentiality of all information, documents, and communications provided by the Company to the Firm, or otherwise obtained by the Firm, in connection with this engagement, subject to the Firm's professional and ethical obligations. The Firm will not disclose such information to any third party without the Company's prior written consent, excep

8. Document Retention Calderwood & Harkness will maintain files, records, and work product relating to this engagement in accordance with the Firm's standard document retention policies, as may be amended from time to time. The Firm's current policy provides for the retention of closed matter files for a period of not less than seven (7) years from the date on which the matter is formally closed in the Firm's records

9. Termination Either Calderwood & Harkness or the Company may terminate this engagement at any time upon written notice to the other party. The Firm's right to terminate is subject to its professional obligation under the applicable rules of professional conduct to provide reasonable notice to the Company and to take steps reasonably practicable under the circumstances to avoid foreseeable prejudice to the Company's

10. No Guarantee of Outcome Calderwood & Harkness will use its best professional efforts and judgment in representing the Company in connection with this engagement. However, the Firm expressly makes no guarantee, warranty, or assurance regarding the outcome of any negotiation, settlement, regulatory process, proxy contest, or other aspect of this engagement. The practice of law, particularly in the context of shareh

11. Governing Law This engagement letter and the terms and conditions of Calderwood & Harkness's engagement by the Company shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this engagement letter shall be subject to the exclusive jurisdiction of the state and federal courts locate

12. Entire Agreement; Amendments This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Northgate Telecommunications PLC with respect to the engagement described herein. It supersedes all prior and contemporaneous oral or written understandings, agreements, negotiations, representations, and warranties between the parties with respect to the subject matter hereof. No amendment,

13. Acceptance and Counterparts We respectfully request that the Company confirm its agreement to the terms and conditions set forth in this engagement letter by having an authorized representative countersign this letter in the space indicated below and return a signed copy to the Firm. A signed copy may be returned by hand delivery, overnight courier, or electronic transmission (including email in PDF format) to th