Contract analysis

I. Purpose of This Letter Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is writing to formally confirm the closing of engagement 1022-00004 (the "Engagement" or the "Matter"). This letter memorializes the conclusion of the Firm's representation of Northgate Telecommunications PLC ("Northgate" or the "Company") in connection with the negotiation and drafting of an executive employment agreement for

II. Summary of Engagement A. Engagement Inception A conflicts check was initiated and cleared on June 3, 2024. The engagement letter, setting forth the terms and conditions of the Firm's representation, was executed by you on behalf of Northgate on June 4, 2024. A retainer in the amount of $75,000.00 was received and deposited into the Firm's client trust account on June 5, 2024. B. Client. The client in this Matter

III. Summary of Key Milestones and Outcome The following is a chronological summary of the key milestones in this Engagement and the ultimate outcome of the negotiations: June 10, 2024. Calderwood & Harkness, on behalf of Northgate, circulated an initial term sheet to Hargrove & Liddell setting forth the Company's proposed terms for the CEO employment arrangement. The term sheet addressed, among other things, base sa

IV. Final Billing Summary A. Fee Arrangement Pursuant to the engagement letter dated June 4, 2024, the fee arrangement for this Matter was hourly billing at the following rates: • Renata Vasquez (Partner) — $1,650.00 per hour • Bernard Crawford (Partner) — $1,575.00 per hour • James Underwood (Associate) — $895.00 per hour • Devon Archer (Associate) — $725.00 per hour Invoices were issued on a monthly billing cycle.

V. Trust Account Reconciliation We confirm that the retainer in the amount of $75,000.00 was received from Northgate on June 5, 2024, and was deposited into Calderwood & Harkness's Interest on Lawyer Trust Account ("IOLTA") at Greaves Bancorp, in accordance with the Firm's trust accounting procedures and the requirements of Rule 1.15 of the New York Rules of Professional Conduct. The retainer has been applied in its

VI. Document Retention and File Handling A. Document Retention and Privilege Log Reference is made to the Document Retention and Privilege Log Memorandum prepared by Devon Archer on September 17, 2024 (the "Privilege Log Memorandum"). The Privilege Log Memorandum provides a comprehensive catalog of all privileged and work-product documents generated during the course of the Engagement, organized by document type, dat

VII. Confirmation of No Ongoing Obligations With the closing of this Engagement, Calderwood & Harkness LLP has no further obligation to perform legal services for Northgate Telecommunications PLC or any of its subsidiaries or affiliates in connection with Matter No. 1022-00004. The attorney-client relationship between the Firm and the Company with respect to this Matter has terminated as of the date hereof. We note t

VIII. Confidentiality Reminders We take this opportunity to reiterate certain important confidentiality considerations: Attorney-Client Privilege and Professional Confidentiality. All information exchanged between Calderwood & Harkness and Northgate during the course of this Engagement — including oral communications, written correspondence, draft documents, memoranda, and strategic advice — remains subject to the at

IX. Availability for Future Matters We wish to express our sincere appreciation for the opportunity to represent Northgate Telecommunications PLC in this Matter. Although the negotiation did not result in a definitive agreement, we found the process to be a substantive and intellectually rigorous engagement, and we valued the opportunity to work closely with you, Priya Narayanan, Geoffrey Stanton, and the members of

X. Closing We trust that this letter provides a complete and accurate record of the Engagement. Should you have any questions regarding any aspect of this letter, the enclosed Final Billing Summary and Trust Account Reconciliation, or the accompanying File Transfer / Document Return Letter, please do not hesitate to contact me directly. We look forward to the opportunity to work with Northgate again in the future. Ve

1. Final Billing Summary and Trust Account Reconciliation (dated October 3, 2024)

2. File Transfer / Document Return Letter (dated October 7, 2024) cc: Bernard Crawford, Partner, Calderwood & Harkness LLP (Billing Partner) James Underwood, Associate, Calderwood & Harkness LLP (Lead Associate) Priya Narayanan, Chief People Officer, Northgate Telecommunications PLC Invoice No. | Period | Amount | Cumulative Total 1022-00004-001 | June 2024 | $78,925.00 | $78,925.00 1022-00004-002 | July 2024 | $152,