Contract analysis

I. Purpose and Overview This memorandum sets forth the proposed engagement team staffing, workstream assignments, estimated hours, and projected fee budget for Calderwood & Harkness LLP's ("C&H" or the "Firm") representation of Northgate Telecommunications PLC ("Northgate" or "NTP") in connection with its proposed acquisition of Cascadia Fiber Networks, Inc. ("Cascadia" or "CFN"), a Delaware corporation, by means of

II. Engagement Team — Core Staffing Set forth below is the proposed core engagement team, together with each team member's role, principal areas of responsibility, and estimated hours for the duration of the engagement. Estimated hours are presented as ranges reflecting the inherent uncertainty at this stage of the Transaction regarding the complexity of certain workstreams, the pace of negotiations with WKB, and the

1. Oliver Mackenzie — Responsible Partner, Mergers & Acquisitions Oliver Mackenzie will serve as the Responsible Partner for the engagement and will have overall leadership responsibility for the Transaction. His principal duties will include: • Client Relationship Management. Mr. Mackenzie will serve as the primary point of contact for Northgate's senior leadership, including Philippa Ashworth (General Counsel), Lia

2. Harrison Wexford — Billing Partner, Mergers & Acquisitions Harrison Wexford will serve as the Billing Partner for the engagement. His principal duties will include: • Budget Oversight and Fee Reporting. Mr. Wexford will be responsible for ongoing monitoring of actual hours and fees against the budget projections established in this memorandum. He will prepare monthly budget variance reports and will communicate an

3. Howard Bellamy — Specialist Partner, Antitrust & Competition Howard Bellamy, a partner in the Firm's Antitrust & Competition Practice Group, will lead all regulatory approval workstreams for the Transaction. His principal duties will include: • HSR Act Compliance. Mr. Bellamy will oversee the preparation and filing of the premerger notification form under the HSR Act, including the compilation of required document

4. Andrew Fitzpatrick — Lead Associate, Mergers & Acquisitions Andrew Fitzpatrick, a seventh-year associate in the Firm's M&A Practice Group, will serve as the Lead Associate on the engagement. Mr. Fitzpatrick has extensive experience on transactions of comparable size and complexity, including his recent work on the Firm's representation of Broadfield Industries in its $620 million acquisition of Sentinel Manufactur

5. Naomi Petersen — Working Associate, Mergers & Acquisitions Naomi Petersen, a fifth-year associate in the Firm's M&A Practice Group, will serve as the Working Associate on the engagement. Ms. Petersen will be dedicated to this matter on a substantially full-time basis during the period from engagement opening through closing. Her principal duties will include: • Due Diligence Review. Ms. Petersen will serve as the

III. Workstream Breakdown and Estimated Hours The work required to complete the Transaction has been organized into six principal workstreams, each of which is described below with its scope, key deliverables, lead team member(s), and estimated hours. Hours are presented as ranges to account for the variability inherent in the pace of negotiations, the complexity of diligence findings, and the potential for regulator

IV. Aggregate Hours Summary The following table summarizes the estimated hours and fees for each member of the engagement team across all workstreams: The hourly rates reflected above are the standard rates set forth in the Firm's rate schedule for the 2025 calendar year, as communicated to the client in the engagement letter dated February 26, 2025. The rate for "Paralegals / Support" reflects a blended rate applica

V. Projected Budget Summary A. Professional Fees Based on the estimated hours and rates set forth in Section IV above, the projected range for C&H's professional fees is as follows: • Low Estimate: $1,638,000 • High Estimate: $1,990,250 • Mid-Point Estimate: approximately $1,814,000 These estimates assume that the Transaction proceeds on the current timeline — with a target signing date of April 7, 2025, and a target

VI. Billing Arrangements and Invoice Cadence The engagement is governed by the rate schedule and terms of engagement set forth in the engagement letter dated February 26, 2025, delivered to and countersigned by Philippa Ashworth, General Counsel of Northgate Telecommunications PLC. Billing Number. All time entries and disbursements for the engagement will be recorded under C&H Billing No. 78432.001. Team members are

VII. Key Assumptions and Risk Factors Affecting Budget The budget estimates set forth in this memorandum are based on a number of assumptions regarding the course of the Transaction and the scope of legal work required. To the extent that actual conditions deviate from these assumptions, actual fees and disbursements may differ materially from the estimates. The key assumptions and risk factors are as follows: Single

VIII. Coordination with Other Advisors The Transaction involves a number of professional advisors in addition to C&H. Effective coordination with these advisors is essential to the efficient progress of the Transaction and the avoidance of duplicative work. The following is a summary of the principal advisors with whom C&H will coordinate and the nature of the expected coordination: Prumvane Brothers & Co. (Simone Fa

IX. Approval and Next Steps Based on the foregoing analysis, I respectfully request Oliver Mackenzie's approval of the proposed staffing plan and budget range as set forth in this memorandum. Upon receipt of Mr. Mackenzie's approval, the following next steps are contemplated:

1. Client Communication. Mr. Wexford will prepare a budget summary for communication to Philippa Ashworth and Liam Sutherland, setting forth the projected fee range and the key assumptions underlying the budget. This communication will be designed to ensure client alignment on the scope of the engagement, the resources to be deployed, and the anticipated cost.

2. First Budget Check-In. The first internal budget check-in is targeted for mid-March 2025, which is expected to coincide with the completion of our initial analysis of the Pinnacle Atlantic Bank commitment letter and the initiation of the due diligence process. At that time, we will have a clearer picture of the volume of due diligence materials and the likely scope of the data room review, which will inform any ne

3. Monthly Budget Reporting. Commencing with the first billing cycle, Mr. Wexford will prepare monthly budget reports comparing actual hours and fees against the budget estimates established in this memorandum. These reports will be circulated to Mr. Mackenzie and, as appropriate, to the client, on a monthly basis through the closing of the Transaction.

4. Contingency Planning. If any of the risk factors identified in Section VII above materialize — including, without limitation, the issuance of an HSR Second Request, significant re-negotiation of the Merger Agreement, or the emergence of material due diligence issues — Mr. Wexford will promptly prepare a revised budget estimate and seek Mr. Mackenzie's approval for any necessary adjustments to the staffing plan. I