Contract analysis

1. Scope of Representation Calderwood & Harkness will represent Northgate and its wholly owned subsidiary, Northgate Americas, Inc. (the anticipated United States contracting entity, a Delaware corporation with its principal office located at 1700 Market Street, Suite 2400, Philadelphia, Pennsylvania 19103) (collectively, the "Northgate Entities"), in the negotiation, drafting, and execution of a managed-network Mast

2. Client Identification The client for purposes of this engagement is Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales, listed on the London Stock Exchange under the ticker symbol NTP.L (LEI: 549300X8VFPQ4ZN7H312). All duties of loyalty, confidentiality, and professional responsibility owed by Calderwood & Harkness in connection with this engagement run to Nort

3. Engagement Team Calderwood & Harkness has assembled a cross-practice engagement team with the expertise and experience necessary to address the diverse legal issues anticipated in connection with this transaction. The members of the engagement team, and their respective roles, are as follows: Responsible Partner: Colette Whitman Bankruptcy & Restructuring Group; Cross-Practice Client Relationship Partner for North

4. Billing Rates and Fee Arrangements Work performed in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for the professionals assigned to this matter. Time is recorded in increments of one-tenth (0.1) of an hour. The current standard hourly rates for the members of the engagement team are as follows: The rates set forth above are the Firm's standard rates currently in ef

5. Billing and Payment Terms Invoices for professional fees, disbursements, and applicable taxes will be rendered on a monthly basis, typically within fifteen (15) business days following the end of each calendar month. Each invoice will provide a summary of the time charges incurred during the billing period, itemized by professional, together with a description of the services rendered, a listing of disbursements,

6. Conflicts of Interest Prior to accepting this engagement, Calderwood & Harkness conducted a comprehensive conflicts of interest check in accordance with the Firm's standard procedures and the applicable rules of professional conduct. The conflicts check covered the following parties and their known affiliates, principals, and counsel: (a) Northgate Telecommunications PLC; (b) Northgate Americas, Inc.; (c) Cedarpoi

7. Confidentiality and Privilege All communications between Calderwood & Harkness and Northgate in connection with this engagement, including oral and written communications, memoranda, draft documents, and legal analyses, are intended to be, and shall be treated as, subject to the protections of the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law. The Firm wi

8. Document Retention The Firm will maintain files relating to this engagement, including both paper and electronic records, in accordance with its standard document retention policies then in effect. The Firm's current retention policy provides for the retention of closed matter files for a period of ten (10) years following the conclusion of the engagement, unless a longer retention period is required by law or reg

9. Termination of Engagement Either party may terminate this engagement at any time upon written notice to the other party. No reason for termination need be stated, though the parties agree to communicate in good faith regarding any concerns that may arise during the course of the representation. Upon termination of the engagement by either party, the client will remain responsible for the payment of all fees and ex

10. Limitation of Liability To the fullest extent permitted by applicable law and the applicable rules of professional conduct, Calderwood & Harkness's aggregate liability to the client arising out of or in connection with this engagement, whether based in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total amount of professional fees actually paid by the client to the Fi

11. Governing Law and Dispute Resolution This Engagement Letter and the attorney-client relationship established hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this Engagement Lett

12. Entire Agreement and Amendments This Engagement Letter constitutes the entire agreement between Calderwood & Harkness LLP and Northgate Telecommunications PLC with respect to the terms and conditions of the engagement described herein, and supersedes all prior or contemporaneous discussions, negotiations, understandings, and agreements, whether written or oral, relating to the subject matter of this Engagement Le

1. Calderwood & Harkness LLP — Standard Terms of Engagement (Supplement to Engagement Letter), dated January 1, 2023

2. Conflicts Check Confirmation Memorandum, dated March 14, 2023 (Matter No. 1022-00008) cc: Colette Whitman, Partner, Calderwood & Harkness LLP Elaine Forsythe, Partner, Calderwood & Harkness LLP Christy Bauer, Senior Associate, Calderwood & Harkness LLP Garrett Simmons, Associate, Calderwood & Harkness LLP Engagement Records — Matter No. 1022-00008 Professional | Position | Rate (USD/Hour) Colette Whitman | Partner