1022-00002 · Northgate Telecommunications PLC · Engagement & Matter Management

co-counsel-retention-letter-broadfield.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP Attorneys at Law 375 Park Avenue, 40th Floor New York, New York 10152

Telephone: (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com

August 18, 2022

VIA EMAIL AND OVERNIGHT COURIER

Annette Galvez, Esq. Partner Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, DC 20005

Re: Retention of Broadfield Whitaker LLP as FCC Regulatory Co-Counsel — Northgate Telecommunications PLC Spectrum License Acquisition Calderwood & Harkness Matter No. 1018-00009

Dear Annette:

1. Introduction and Purpose

Calderwood & Harkness LLP ("C&H") writes on behalf of its client, Northgate Telecommunications PLC ("Northgate" or "NTP"), a public limited company organized under the laws of England and Wales (Companies House Registration No. 08473291), headquartered at 14 Cavendish Square, London W1G 0BX, United Kingdom, and listed on the London Stock Exchange (ticker symbol LSE: NGTL). As you and I have discussed informally, C&H is pleased to retain Broadfield Whitaker LLP ("Broadfield Whitaker" or "BW") as specialist Federal Communications Commission ("FCC") regulatory co-counsel in connection with a proposed acquisition by Northgate of certain United States wireless spectrum licenses, as further described below.

The purpose of this letter is to set forth in detail the terms and conditions of the co-counsel arrangement between C&H (on behalf of Northgate) and Broadfield Whitaker, including the scope of work to be performed by Broadfield Whitaker, the applicable fee arrangements and expense reimbursement procedures, reporting obligations, coordination protocols between our respective firms, conflict of interest confirmations, and such other matters as are customary in an engagement of this nature. This letter, once countersigned by you on behalf of Broadfield Whitaker, shall constitute the binding agreement between C&H and Broadfield Whitaker with respect to the co-counsel engagement described herein.

We look forward to working with your team on this important and time-sensitive matter.

2. Client Identification and Engagement Background

C&H was formally engaged by Northgate on August 16, 2022 (C&H Matter No. 1018-00009) to serve as lead outside U.S. counsel in connection with regulatory compliance, corporate structuring, tax planning, and related legal aspects of Northgate's proposed acquisition of FCC spectrum licenses in the United States. C&H's engagement encompasses the full range of legal services necessary to consummate the proposed transaction, subject to the division of responsibilities described herein and in C&H's separate engagement letter with Northgate.

For purposes of this co-counsel retention, the client is Northgate Telecommunications PLC. Broadfield Whitaker's engagement is made through C&H, acting as lead counsel and agent on behalf of Northgate. Broadfield Whitaker's duties and obligations under this arrangement run to Northgate as the ultimate client, but all coordination, communication, billing, and reporting shall be directed through C&H as set forth in this letter.

The key client contacts are as follows:

• Priya Dasgupta — General Counsel, Northgate Telecommunications PLC

• Thomas Brennan — Senior Vice President, Regulatory Affairs, Northgate Telecommunications PLC

By way of background, Northgate currently operates mobile virtual network operator ("MVNO") and enterprise software-as-a-service ("SaaS") platforms across the United Kingdom and Western Europe. Northgate has built a substantial customer base and technology infrastructure in the European mobile services market, but it does not currently hold any direct spectrum licenses in the United States or elsewhere outside of its existing European markets. The proposed transaction described below represents Northgate's strategic entry into direct U.S. spectrum ownership and marks a significant expansion of its operational footprint into the North American telecommunications market.

To provide additional context regarding the client's financial profile, Northgate's approximate market capitalization as of the third quarter of 2022 is approximately £4.8 billion. For fiscal year 2021, Northgate reported revenue of approximately £2.31 billion, and projected revenue for fiscal year 2022 is approximately £2.57 billion. This financial information is provided for context only and should be treated as strictly confidential in accordance with the confidentiality obligations set forth in this letter.

3. Transaction Overview

Northgate proposes to acquire fourteen (14) FCC Wireless Radio Service licenses in the Advanced Wireless Services-3 ("Meridian Technologies-3") / Band 66 spectrum band, governed by 47 C.F.R. Part 27, from Ridgeline Wireless Holdings LLC ("Ridgeline"), a Nevada limited liability company (Nevada Secretary of State Entity No. E0428716302), with its principal office at 450 South Virginia Street, Suite 800, Reno, Nevada 89501.

The fourteen licenses to be acquired cover designated Economic Areas in the states of Nevada, eastern California, and southern Oregon. In the aggregate, the licenses comprise 39 MHz of paired spectrum (39 MHz uplink / 39 MHz downlink, for 78 MHz total paired bandwidth), covering a population base ("POPs") of approximately 3.84 million. The fourteen licenses bear FCC call signs WQAB201 through WQAB214, inclusive.

The transaction is structured as an asset purchase of bare FCC spectrum licenses. Ridgeline's existing subscriber accounts, numbering approximately 142,000 as of the date hereof, are not being acquired as part of this transaction, nor is any operational infrastructure or customer-facing equipment included in the asset transfer. The anticipated aggregate purchase price for the fourteen licenses is One Hundred Twenty-Six Million Five Hundred Thousand Dollars ($126,500,000), which reflects an approximate per-MHz-POP price of $0.845.

Ridgeline is controlled by its two managing members: Garrett Nolan (Founder and Managing Member, holding a 62% membership interest) and Diane Chua (Co-Managing Member and Chief Operating Officer, holding an 18% membership interest). The remaining minority membership interests in Ridgeline are held by Pinnacle Growth Capital Fund II LP (12% membership interest) and Crestwood Family Office LLC (8% membership interest).

Ridgeline is represented in the proposed transaction by the law firm of Hargrove, Sato & Caldwell LLP, with the lead partner on the matter being Kevin Sato. Hargrove, Sato & Caldwell's office is located at 100 West Liberty Street, Suite 1200, Reno, Nevada 89501. We understand that attorney Mariana Quelibo of that firm is also involved in the representation.

On the buy-side, the acquiring entity for purposes of the FCC license assignment will be Northgate Wireless Americas Inc. ("NWA"), a Delaware corporation (Delaware Division of Corporations File No. 7284619) recently incorporated on August 22, 2022, with offices at 2200 Wilson Boulevard, Suite 1450, Arlington, Virginia 22201. NWA has been specifically formed for the purpose of holding the FCC spectrum licenses to be acquired in this transaction.

NWA will be wholly owned by Northgate US Holdings LLC ("NUS Holdings"), a Delaware limited liability company formed on August 30, 2022 (Delaware Division of Corporations File No. pending confirmation). NUS Holdings, in turn, will be wholly owned by Northgate Telecommunications PLC, resulting in a corporate ownership structure in which the FCC spectrum licenses will be held by a U.S. corporation that is indirectly 100% owned by a United Kingdom public limited company. This ownership structure gives rise to the foreign ownership approval requirements under Section 310(b)(4) of the Communications Act, which form a central part of the FCC regulatory work to be undertaken by Broadfield Whitaker.

4. Scope of Broadfield Whitaker's Engagement

Broadfield Whitaker's engagement shall encompass the following work streams, each of which is described in detail below.

4.1 FCC Form 603 Application

Broadfield Whitaker shall be responsible for the preparation, filing, and prosecution of FCC Form 603 — Application for Assignment of Authorization — seeking FCC consent to the assignment of the fourteen (14) Meridian Technologies-3 spectrum licenses identified above (call signs WQAB201 through WQAB214) from Ridgeline Wireless Holdings LLC (as assignor) to Northgate Wireless Americas Inc. (as assignee). This work shall include, without limitation:

(a) Drafting of the cover letter to accompany the FCC Form 603 filing, including a comprehensive supporting narrative describing the transaction, the parties, the public interest benefits of the proposed assignment, and the qualifications of the assignee;

(b) Preparation of all required exhibits, attachments, certifications, and supporting documentation, including but not limited to ownership disclosure exhibits, foreign ownership disclosures, technical certifications, and any required financial qualification showings;

(c) Coordination with C&H and, as applicable, with Ridgeline's counsel to ensure completeness and accuracy of joint application submissions;

(d) Managing the public notice and comment period process following FCC acceptance of the application, including monitoring for any filings by third parties during the applicable comment and reply comment periods;

(e) Responding to any petitions to deny, informal objections, or other third-party filings that may be submitted in opposition to or commenting on the proposed license assignment;

(f) Responding to any FCC staff information requests, letters of inquiry, or other inquiries from the Wireless Telecommunications Bureau ("WTB") or other FCC bureaus and offices, including the International Bureau and the Office of Economics and Analytics, as applicable; and

(g) Monitoring the status of the application through to final FCC action, including any conditions that may be imposed on the grant of the assignment.

4.2 Section 310(b)(4) Petition for Declaratory Ruling

Because the proposed ownership structure involves 100% indirect foreign ownership of NWA (the FCC licensee) by Northgate Telecommunications PLC (a United Kingdom entity), FCC approval under Section 310(b)(4) of the Communications Act, 47 U.S.C. § 310(b)(4), is required. Broadfield Whitaker shall be responsible for the preparation and filing of a concurrent petition for declaratory ruling under Section 310(b)(4) seeking FCC approval for up to 100% indirect foreign ownership of NWA by Northgate. This work shall include, without limitation:

(a) Preparation and filing of the petition for declaratory ruling, including a detailed narrative analysis of the foreign ownership chain: NWA (Delaware corporation, FCC licensee) → NUS Holdings LLC (Delaware limited liability company, 100% owner of NWA) → Northgate Telecommunications PLC (United Kingdom public limited company, 100% owner of NUS Holdings);

(b) Identification and detailed analysis of significant shareholders of Northgate Telecommunications PLC that hold a 5% or greater equity or voting interest, including:

• Thornhill Asset Management LLP — 9.7% equity interest;

• Sovereign Capital Partners AG — 6.3% equity interest;

• Dunmore Pension Trust — 5.1% equity interest; and

• Public Float — 78.9% (no individual holder at or above the 5% threshold);

(c) Application and analysis of the FCC's established rebuttable presumption that foreign ownership by entities from countries that are members of the World Trade Organization ("WTO") is consistent with the public interest (the United Kingdom qualifies as a WTO member state, and this presumption should be applicable here);

(d) Preparation of any required disclosures regarding the citizenship, principal place of business, and country of organization of all entities and individuals identified in the foreign ownership chain;

(e) Coordination with any review conducted by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (the "Committee," formerly known informally as "Team Telecom"), established pursuant to Executive Order 13913 (April 4, 2020), including responding to any inquiries, information requests, or conditions imposed by the Committee or any constituent executive branch agencies (including the Department of Justice, the Department of Homeland Security, and the Department of Defense); and

(f) Monitoring and managing the petition through to final FCC action, including any conditions that may be attached to the declaratory ruling.

4.3 Regulatory Compliance Advisory

In addition to the specific FCC filings described above, Broadfield Whitaker shall provide general FCC regulatory advisory services in connection with the transaction, including:

(a) Analysis of FCC anti-trafficking rules under 47 C.F.R. § 1.2111, including a determination of whether any of the fourteen licenses were originally acquired by Ridgeline (or its predecessors-in-interest) at auction with the benefit of designated entity ("DE") bidding credits or other auction discount mechanisms, and if so, whether any unjust enrichment payment obligations may be triggered by the proposed assignment;

(b) Assessment of FCC buildout and construction compliance requirements applicable to the fourteen Meridian Technologies-3 licenses, including an analysis of interim performance benchmarks (currently scheduled for March 2025) and final construction deadlines (currently scheduled for March 2028), as well as a review of Ridgeline's current compliance status with respect to such requirements and any implications for NWA as the proposed assignee;

(c) Advice regarding any other FCC rules, regulations, or policies that may be applicable to or implicated by the proposed transaction, including spectrum aggregation limits, eligibility restrictions, and any pending FCC rulemaking proceedings that may affect the Meridian Technologies-3 spectrum band; and

(d) Such other FCC regulatory advice as may reasonably be requested by C&H in connection with the transaction.

4.4 Exclusions. For the avoidance of doubt, Broadfield Whitaker's engagement under this letter does not extend to, and Broadfield Whitaker shall have no responsibility with respect to, the following matters:

(a) Negotiation of the transaction terms or drafting, reviewing, or negotiating the Asset Purchase Agreement or any ancillary transaction documents (including schedules, exhibits, disclosure schedules, transition services agreements, or escrow agreements);

(b) Tax structuring, tax planning, or tax compliance matters of any kind;

(d) Corporate formation, organizational, or governance matters relating to NWA, NUS Holdings, or any other Northgate affiliate;

(e) Insurance procurement or review; and

(f) Any other matters not specifically described in Sections 4.1 through 4.3 above.

The foregoing excluded matters are being handled by C&H and, where applicable, by Whitfield & Grainger LLP (tax and accounting advisors to Northgate) and Vantage Spectrum Consultants Inc. (spectrum valuation consultants retained by Northgate). Should circumstances arise during the engagement that appear to implicate matters outside the scope described above, Broadfield Whitaker should promptly raise such matters with C&H so that appropriate arrangements can be made.

5. Calderwood & Harkness Engagement Team and Key Contacts

The C&H engagement team for this matter consists of the following individuals:

• Sylvia Hartwell — Partner (Tax), C&H New York office. Sylvia serves as the Responsible Partner and primary relationship partner for the overall Northgate engagement, with supervisory authority over all aspects of the matter.

• Leonard Cross — Partner (Tax), C&H New York office. Leonard serves as the Billing Partner for the engagement and is the designated recipient for all invoices and billing-related communications from Broadfield Whitaker.

• Harold Wren — Of Counsel (Communications & Regulatory practice group), C&H Washington, D.C. office, located at 1875 K Street NW, Suite 600, Washington, DC 20006. Harold will serve as the primary C&H point of contact for day-to-day coordination with Broadfield Whitaker on all FCC regulatory matters. Harold has extensive experience with FCC licensing transactions and Section 310(b) proceedings and will be your principal interlocutor at C&H for the duration of this engagement.

• Simone Laroche — Senior Associate (Litigation, General), C&H New York office. Simone assists with overall matter coordination and will be available as a secondary point of contact for Broadfield Whitaker.

• Jeffrey Park — Associate (Litigation, General), C&H New York office. Jeffrey provides working-level support on the engagement.

Day-to-day coordination between Broadfield Whitaker and C&H should flow primarily through Harold Wren, with Simone Laroche serving as an additional point of contact as needed. Strategic or engagement-level matters (including fee cap management, scope changes, and client-relationship issues) should be directed to Sylvia Hartwell. Billing and invoice inquiries should be directed to Leonard Cross.

6. Broadfield Whitaker Engagement Team

We understand that Broadfield Whitaker's engagement team for this matter will consist of the following individuals:

• Annette Galvez — Partner (FCC Regulatory), serving as the Lead Partner for Broadfield Whitaker's engagement and the individual principally responsible for the quality and timeliness of all work product delivered by Broadfield Whitaker under this letter.

• Daniel Fong — Senior Associate, working under Annette Galvez's supervision on the FCC Form 603 application, the Section 310(b)(4) petition, and related regulatory advisory matters.

Broadfield Whitaker may designate additional attorneys, paralegals, or other professional staff to work on the engagement as needed to ensure timely and efficient delivery of services. However, Broadfield Whitaker shall notify C&H (through Harold Wren) of any changes to the composition of its engagement team, including the addition of any new attorneys or the departure of any existing team members, and shall provide C&H with the name, title, and applicable billing rate of any such individuals promptly upon their assignment to the matter.

7. Fee Arrangements

7.1 Billing and Rate Structure

Broadfield Whitaker shall bill for services rendered in connection with this engagement at its standard hourly rates for the attorneys and professional staff assigned to the matter, as separately communicated to and approved by C&H. We understand that a current rate schedule has been provided by Broadfield Whitaker under separate cover and that such rates are consistent with the rates customarily charged by Broadfield Whitaker for matters of comparable complexity and scope.

All Broadfield Whitaker fees and disbursements incurred in connection with this engagement will be passed through by C&H to Northgate for payment. C&H does not assume any independent responsibility for payment of Broadfield Whitaker's fees or expenses except in its capacity as agent for Northgate. Northgate is the party ultimately responsible for the payment of all fees and expenses incurred by Broadfield Whitaker in connection with this engagement, subject to the fee cap provisions described below.

Invoices shall be submitted by Broadfield Whitaker to C&H on a monthly basis, with each invoice addressed to the attention of Leonard Cross, Billing Partner, Calderwood & Harkness LLP, 375 Park Avenue, 40th Floor, New York, New York 10152 (or such other address as C&H may designate from time to time). Each invoice shall include sufficient detail — including timekeeper identification, date of service, description of services rendered, hours expended, and applicable billing rate — to permit meaningful client review and to facilitate pass-through billing to Northgate. C&H reserves the right to request additional detail or clarification regarding any invoice prior to submission to the client.

7.2 Fee Cap Applicability

For your information, C&H's engagement letter with Northgate includes a Phase 1 fee cap of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) that covers the FCC application and regulatory approval workstream of the transaction. The Phase 1 fee cap is intended to encompass all legal fees — including both C&H's fees and Broadfield Whitaker's fees — incurred in connection with the preparation, filing, prosecution, and completion of the FCC Form 603 application, the Section 310(b)(4) petition for declaratory ruling, and related FCC regulatory advisory work as described in Section 4 above.

Accordingly, Broadfield Whitaker's fees are included within and subject to this Phase 1 fee cap. Broadfield Whitaker should maintain regular and proactive communication with C&H (through Harold Wren and Leonard Cross) regarding the level of accrued and anticipated fees, so that C&H can monitor the combined fees of both firms and ensure that the aggregate remains within the Phase 1 cap. C&H will endeavor to provide Broadfield Whitaker with periodic updates on aggregate fee status to facilitate this coordination.

Work that falls outside the Phase 1 scope — for example, any dispute-related regulatory work, proceedings arising from contested petitions to deny that require extended litigation before the FCC, or work requested in connection with a separate phase of the transaction — is not subject to the Phase 1 fee cap. However, any such out-of-scope work must be pre-approved in writing by C&H before Broadfield Whitaker undertakes it, and separate fee arrangements shall be agreed upon in advance of such work.

7.3 Expenses. Reasonable out-of-pocket expenses incurred by Broadfield Whitaker in the course of performing services under this engagement will be reimbursed. Reimbursable expenses include, without limitation, FCC filing fees, courier and delivery charges, printing and copying costs for regulatory filings, and pre-approved travel expenses. Any individual expense item exceeding Two Thousand Five Hundred Dollars ($2,500) requires the prior written approval of C&H before it is incurred. Travel expenses, regardless of amount, must be pre-approved by C&H. All expenses shall be itemized separately on Broadfield Whitaker's monthly invoices with supporting documentation as reasonably requested.

8. Reporting Obligations

Timely and comprehensive reporting is essential to the effective coordination of this co-counsel engagement. Broadfield Whitaker shall adhere to the following reporting obligations:

(a) Bi-Weekly Status Reports. Broadfield Whitaker shall provide C&H with written status reports on a bi-weekly basis (i.e., every two weeks), or more frequently as circumstances may require. Each status report shall summarize the current status of all FCC filings (including the FCC Form 603 and the Section 310(b)(4) petition), identify pending deadlines and upcoming milestones, report on any FCC staff inquiries or information requests received, describe any third-party filings (including petitions to deny or informal objections), and flag any issues or concerns that may affect the timeline or outcome of the regulatory approval process. Status reports should be submitted in writing (email is acceptable) to Harold Wren, with a copy to Simone Laroche.

(b) Prompt Notification of Material Developments. Broadfield Whitaker shall promptly notify C&H (within twenty-four (24) hours) of any material developments relating to the FCC regulatory workstream. Material developments include, but are not limited to, the following:

(i) Acceptance or rejection of any filing by the FCC;

(ii) Issuance of public notices relating to the pending applications;

(iii) The filing of any petition to deny or informal objection by a third party;

(iv) Any information request, letter of inquiry, or other communication from FCC staff, including the Wireless Telecommunications Bureau or the International Bureau;

(v) Any communication from or on behalf of the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector, or from any executive branch agency participating in the Committee's review;

(vi) Any indication of possible dismissal, denial, or other adverse action by the FCC; and

(vii) Any other development that Broadfield Whitaker reasonably believes could have a material impact on the timing or outcome of the FCC approval process.

(c) Prior Approval of Filings. No substantive filing shall be made with the FCC by or on behalf of NWA or Northgate without the prior review and written approval of C&H. Written approval shall be obtained from Harold Wren and/or Sylvia Hartwell before any filing is submitted. This requirement applies to all initial filings, amendments, supplements, responses to staff inquiries, and any other written submissions to the FCC.

(d) Client Communication Protocol. No direct communication with Northgate personnel (including Priya Dasgupta, Thomas Brennan, or any other Northgate employee, officer, or director) shall occur without C&H's prior consent. All communications with the client shall be routed through C&H to ensure consistency, coordination, and proper management of the attorney-client relationship. If Northgate personnel contact Broadfield Whitaker directly, Broadfield Whitaker shall promptly inform C&H and shall refer the inquiry to the appropriate C&H contact.

9. Coordination Protocols

9.1 Work Product Review

All draft filings, letters, memoranda, and other work product prepared by Broadfield Whitaker in connection with this engagement shall be circulated to Harold Wren and Simone Laroche at C&H in draft form with sufficient lead time for C&H review, comment, and client input prior to finalization and filing. As a general matter, draft work product should be provided to C&H a minimum of five (5) business days before the applicable filing deadline or intended submission date. In the event that exigent circumstances require a shorter turnaround period (for example, in response to an FCC staff inquiry with a compressed deadline), Broadfield Whitaker shall notify C&H immediately and the parties shall work cooperatively to ensure that all drafts receive adequate review before submission.

C&H will use reasonable efforts to provide comments and feedback on draft work product in a timely manner. In the event of any disagreement between C&H and Broadfield Whitaker regarding the substance or approach of any filing, the matter shall be escalated to Sylvia Hartwell and Annette Galvez for resolution, with C&H retaining final decision-making authority in its capacity as lead counsel.

9.2 Counterparty Communications

Broadfield Whitaker shall not communicate directly with Ridgeline's counsel, Hargrove, Sato & Caldwell LLP (including Kevin Sato, Mariana Quelibo, or any other attorney at that firm), or with Ridgeline's financial advisor, Stonebridge Advisory Group LLC, without prior coordination with and approval from C&H. Any communications with counterparty counsel or advisors regarding joint filings, coordination of FCC submissions, or other matters relating to the transaction shall be routed through or coordinated with Harold Wren at C&H.

Joint filings or joint communications with the FCC that involve both the assignor (Ridgeline) and the assignee (NWA) shall be coordinated through C&H, which will manage the overall relationship with counterparty counsel and ensure consistency between the regulatory filings and the transaction documentation.

9.3 Privilege and Confidentiality

All communications, memoranda, legal analyses, draft filings, and other work product prepared by Broadfield Whitaker in connection with this engagement are subject to the attorney-client privilege and the work product doctrine. Broadfield Whitaker shall take all reasonable steps to preserve and protect these privileges, including appropriate labeling of privileged documents and communications and limiting the distribution of privileged materials to those individuals who have a need to know.

Broadfield Whitaker shall maintain the strict confidentiality of all client information, transaction details, business information, financial data, and strategic plans disclosed to it in connection with this engagement. Broadfield Whitaker shall not disclose any such information to any third party (other than as required in connection with FCC filings or as authorized by C&H) without the prior written consent of C&H. This confidentiality obligation shall survive the termination of the engagement.

9.4 Document Management

Broadfield Whitaker shall maintain a complete and well-organized set of all FCC filings, correspondence with the FCC and other regulatory bodies, regulatory research and analysis, and all other documents and materials generated or received in connection with this engagement. Copies of all such materials shall be provided to C&H on an ongoing basis, and Broadfield Whitaker shall maintain its files in a manner that permits efficient retrieval and production upon request.

All files, documents, and work product generated by Broadfield Whitaker in connection with this engagement are the property of the client, Northgate Telecommunications PLC, and shall be made available to C&H and/or to Northgate upon request at any time during or after the engagement. Upon termination of the engagement, Broadfield Whitaker shall promptly deliver all original and copies of client files and work product to C&H, subject to Broadfield Whitaker's right to retain copies as required by applicable professional responsibility rules and its own internal document retention policies.

10. Conflicts

Broadfield Whitaker confirms that it has conducted a comprehensive conflicts check consistent with its professional obligations under the Rules of Professional Conduct and has identified no conflicts of interest that would preclude or limit its representation of Northgate in this matter. The conflicts check was conducted against the following parties and their respective affiliates, as identified by C&H:

(a) Northgate Telecommunications PLC;

(b) Northgate Wireless Americas Inc.;

(d) Ridgeline Wireless Holdings LLC;

(e) Garrett Nolan;

(f) Diane Chua;

(g) Pinnacle Growth Capital Fund II LP;

(h) Pinnacle Growth Capital Management LLC;

(i) Crestwood Family Office LLC;

(j) Great Basin Rural Broadband Cooperative; and

(k) The respective affiliates, subsidiaries, parent entities, officers, and directors of each of the foregoing, to the extent identified by C&H.

Broadfield Whitaker agrees to promptly notify C&H if any actual or potential conflict of interest arises at any time during the course of the engagement, including any new matter, client relationship, or business development that could give rise to a conflict or the appearance of a conflict. In the event that a conflict is identified, the parties shall work cooperatively and in good faith to determine whether the conflict can be waived or otherwise resolved consistent with applicable professional responsibility rules, or whether the engagement must be modified or terminated.

11. Term and Termination

This co-counsel arrangement shall remain in effect until the earliest to occur of the following:

(a) Completion of the FCC regulatory workstream — that is, the date on which the FCC has taken final action (whether by grant, denial, dismissal, or otherwise) on both the FCC Form 603 application and the Section 310(b)(4) petition for declaratory ruling, and all related proceedings (including any Committee review under Executive Order 13913) have concluded;

(b) Termination of the underlying transaction between Northgate and Ridgeline, whether by mutual agreement of the transaction parties, expiration of the Asset Purchase Agreement, or otherwise; or

(c) Written notice of termination by C&H (on behalf of Northgate) or by Broadfield Whitaker, provided that any such termination notice shall specify a reasonable transition period of not less than thirty (30) days, during which Broadfield Whitaker shall continue to perform services as necessary to protect the client's interests and facilitate an orderly transition of the engagement.

Upon termination of this co-counsel arrangement for any reason, Broadfield Whitaker shall cooperate fully with C&H in the orderly transition of all pending matters, including the transfer of all files, work product, and client materials to C&H or to such successor counsel as C&H may designate. Broadfield Whitaker shall also provide reasonable assistance in bringing any successor counsel up to speed on the status of pending FCC proceedings and shall make its attorneys available for consultation during the transition period. Broadfield Whitaker shall deliver to C&H a final invoice covering all fees and expenses incurred through the date of termination within thirty (30) days after the effective date of termination.

12. Insurance

Broadfield Whitaker confirms that it currently maintains professional liability (errors and omissions) insurance in an amount sufficient to cover its role and potential exposure in connection with this engagement. Broadfield Whitaker shall maintain such insurance coverage in effect for the duration of the engagement and shall promptly notify C&H of any material change in coverage, including any reduction in policy limits, cancellation, or non-renewal.

13. Governing Law

This letter agreement shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflict of laws principles.

14. Acceptance and Execution

If the foregoing terms accurately reflect your understanding of the co-counsel arrangement, please indicate Broadfield Whitaker's acceptance by signing and returning a copy of this letter to the undersigned at your earliest convenience. A countersigned copy may be returned via email (PDF) followed by the original via overnight courier.

We are excited to work with you and your team on this engagement, Annette, and we are confident that Broadfield Whitaker's deep expertise in FCC regulatory matters will be invaluable to the successful completion of this transaction. Please do not hesitate to contact me, Harold Wren, or any member of the C&H team if you have any questions regarding the terms set forth in this letter.

With best regards,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Sylvia Hartwell

Title: Partner

Date: August 18, 2022

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned, on behalf of Broadfield Whitaker LLP, hereby acknowledges receipt of this letter and confirms acceptance of the terms and conditions set forth herein for the engagement of Broadfield Whitaker LLP as FCC regulatory co-counsel in connection with the matter described above.

BROADFIELD WHITAKER LLP

ACKNOWLEDGED AND AGREED:

By: ________

Name: Annette Galvez

Title: Partner

Date: ________

Enclosures: None (conflicts list to be provided separately if needed)

cc:

Leonard Cross, Partner, Calderwood & Harkness LLP (New York) Harold Wren, Of Counsel, Calderwood & Harkness LLP (Washington, D.C.)

CALDERWOOD & HARKNESS LLP Attorneys at Law 375 Park Avenue, 40th Floor New York, New York 10152
Telephone: (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com
August 18, 2022
VIA EMAIL AND OVERNIGHT COURIER
Annette Galvez, Esq. Partner Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, DC 20005
Re: Retention of Broadfield Whitaker LLP as FCC Regulatory Co-Counsel — Northgate Telecommunications PLC Spectrum License Acquisition Calderwood & Harkness Matter No. 1018-00009
Dear Annette:
1. Introduction and Purpose
Calderwood & Harkness LLP ("C&H") writes on behalf of its client, Northgate Telecommunications PLC ("Northgate" or "NTP"), a public limited company organized under the laws of England and Wales (Companies House Registration No. 08473291), headquartered at 14 Cavendish Square, London W1G 0BX, United Kingdom, and listed on the London Stock Exchange (ticker symbol LSE: NGTL). As you and I have discussed informally, C&H is pleased to retain Broadfield Whitaker LLP ("Broadfield Whitaker" or "BW") as specialist Federal Communications Commission ("FCC") regulatory co-counsel in connection with a proposed acquisition by Northgate of certain United States wireless spectrum licenses, as further described below.
The purpose of this letter is to set forth in detail the terms and conditions of the co-counsel arrangement between C&H (on behalf of Northgate) and Broadfield Whitaker, including the scope of work to be performed by Broadfield Whitaker, the applicable fee arrangements and expense reimbursement procedures, reporting obligations, coordination protocols between our respective firms, conflict of interest confirmations, and such other matters as are customary in an engagement of this nature. This letter, once countersigned by you on behalf of Broadfield Whitaker, shall constitute the binding agreement between C&H and Broadfield Whitaker with respect to the co-counsel engagement described herein.
We look forward to working with your team on this important and time-sensitive matter.
2. Client Identification and Engagement Background
C&H was formally engaged by Northgate on August 16, 2022 (C&H Matter No. 1018-00009) to serve as lead outside U.S. counsel in connection with regulatory compliance, corporate structuring, tax planning, and related legal aspects of Northgate's proposed acquisition of FCC spectrum licenses in the United States. C&H's engagement encompasses the full range of legal services necessary to consummate the proposed transaction, subject to the division of responsibilities described herein and in C&H's separate engagement letter with Northgate.
For purposes of this co-counsel retention, the client is Northgate Telecommunications PLC. Broadfield Whitaker's engagement is made through C&H, acting as lead counsel and agent on behalf of Northgate. Broadfield Whitaker's duties and obligations under this arrangement run to Northgate as the ultimate client, but all coordination, communication, billing, and reporting shall be directed through C&H as set forth in this letter.
The key client contacts are as follows:
•  Priya Dasgupta — General Counsel, Northgate Telecommunications PLC
•  Thomas Brennan — Senior Vice President, Regulatory Affairs, Northgate Telecommunications PLC
By way of background, Northgate currently operates mobile virtual network operator ("MVNO") and enterprise software-as-a-service ("SaaS") platforms across the United Kingdom and Western Europe. Northgate has built a substantial customer base and technology infrastructure in the European mobile services market, but it does not currently hold any direct spectrum licenses in the United States or elsewhere outside of its existing European markets. The proposed transaction described below represents Northgate's strategic entry into direct U.S. spectrum ownership and marks a significant expansion of its operational footprint into the North American telecommunications market.
To provide additional context regarding the client's financial profile, Northgate's approximate market capitalization as of the third quarter of 2022 is approximately £4.8 billion. For fiscal year 2021, Northgate reported revenue of approximately £2.31 billion, and projected revenue for fiscal year 2022 is approximately £2.57 billion. This financial information is provided for context only and should be treated as strictly confidential in accordance with the confidentiality obligations set forth in this letter.
3. Transaction Overview
Northgate proposes to acquire fourteen (14) FCC Wireless Radio Service licenses in the Advanced Wireless Services-3 ("Meridian Technologies-3") / Band 66 spectrum band, governed by 47 C.F.R. Part 27, from Ridgeline Wireless Holdings LLC ("Ridgeline"), a Nevada limited liability company (Nevada Secretary of State Entity No. E0428716302), with its principal office at 450 South Virginia Street, Suite 800, Reno, Nevada 89501.
The fourteen licenses to be acquired cover designated Economic Areas in the states of Nevada, eastern California, and southern Oregon. In the aggregate, the licenses comprise 39 MHz of paired spectrum (39 MHz uplink / 39 MHz downlink, for 78 MHz total paired bandwidth), covering a population base ("POPs") of approximately 3.84 million. The fourteen licenses bear FCC call signs WQAB201 through WQAB214, inclusive.
The transaction is structured as an asset purchase of bare FCC spectrum licenses. Ridgeline's existing subscriber accounts, numbering approximately 142,000 as of the date hereof, are not being acquired as part of this transaction, nor is any operational infrastructure or customer-facing equipment included in the asset transfer. The anticipated aggregate purchase price for the fourteen licenses is One Hundred Twenty-Six Million Five Hundred Thousand Dollars ($126,500,000), which reflects an approximate per-MHz-POP price of $0.845.
Ridgeline is controlled by its two managing members: Garrett Nolan (Founder and Managing Member, holding a 62% membership interest) and Diane Chua (Co-Managing Member and Chief Operating Officer, holding an 18% membership interest). The remaining minority membership interests in Ridgeline are held by Pinnacle Growth Capital Fund II LP (12% membership interest) and Crestwood Family Office LLC (8% membership interest).
Ridgeline is represented in the proposed transaction by the law firm of Hargrove, Sato & Caldwell LLP, with the lead partner on the matter being Kevin Sato. Hargrove, Sato & Caldwell's office is located at 100 West Liberty Street, Suite 1200, Reno, Nevada 89501. We understand that attorney Mariana Quelibo of that firm is also involved in the representation.
On the buy-side, the acquiring entity for purposes of the FCC license assignment will be Northgate Wireless Americas Inc. ("NWA"), a Delaware corporation (Delaware Division of Corporations File No. 7284619) recently incorporated on August 22, 2022, with offices at 2200 Wilson Boulevard, Suite 1450, Arlington, Virginia 22201. NWA has been specifically formed for the purpose of holding the FCC spectrum licenses to be acquired in this transaction.
NWA will be wholly owned by Northgate US Holdings LLC ("NUS Holdings"), a Delaware limited liability company formed on August 30, 2022 (Delaware Division of Corporations File No. pending confirmation). NUS Holdings, in turn, will be wholly owned by Northgate Telecommunications PLC, resulting in a corporate ownership structure in which the FCC spectrum licenses will be held by a U.S. corporation that is indirectly 100% owned by a United Kingdom public limited company. This ownership structure gives rise to the foreign ownership approval requirements under Section 310(b)(4) of the Communications Act, which form a central part of the FCC regulatory work to be undertaken by Broadfield Whitaker.
4. Scope of Broadfield Whitaker's Engagement
Broadfield Whitaker's engagement shall encompass the following work streams, each of which is described in detail below.
4.1 FCC Form 603 Application
Broadfield Whitaker shall be responsible for the preparation, filing, and prosecution of FCC Form 603 — Application for Assignment of Authorization — seeking FCC consent to the assignment of the fourteen (14) Meridian Technologies-3 spectrum licenses identified above (call signs WQAB201 through WQAB214) from Ridgeline Wireless Holdings LLC (as assignor) to Northgate Wireless Americas Inc. (as assignee). This work shall include, without limitation:
(a) Drafting of the cover letter to accompany the FCC Form 603 filing, including a comprehensive supporting narrative describing the transaction, the parties, the public interest benefits of the proposed assignment, and the qualifications of the assignee;
(b) Preparation of all required exhibits, attachments, certifications, and supporting documentation, including but not limited to ownership disclosure exhibits, foreign ownership disclosures, technical certifications, and any required financial qualification showings;
(c) Coordination with C&H and, as applicable, with Ridgeline's counsel to ensure completeness and accuracy of joint application submissions;
(d) Managing the public notice and comment period process following FCC acceptance of the application, including monitoring for any filings by third parties during the applicable comment and reply comment periods;
(e) Responding to any petitions to deny, informal objections, or other third-party filings that may be submitted in opposition to or commenting on the proposed license assignment;
(f) Responding to any FCC staff information requests, letters of inquiry, or other inquiries from the Wireless Telecommunications Bureau ("WTB") or other FCC bureaus and offices, including the International Bureau and the Office of Economics and Analytics, as applicable; and
(g) Monitoring the status of the application through to final FCC action, including any conditions that may be imposed on the grant of the assignment.
4.2 Section 310(b)(4) Petition for Declaratory Ruling
Because the proposed ownership structure involves 100% indirect foreign ownership of NWA (the FCC licensee) by Northgate Telecommunications PLC (a United Kingdom entity), FCC approval under Section 310(b)(4) of the Communications Act, 47 U.S.C. § 310(b)(4), is required. Broadfield Whitaker shall be responsible for the preparation and filing of a concurrent petition for declaratory ruling under Section 310(b)(4) seeking FCC approval for up to 100% indirect foreign ownership of NWA by Northgate. This work shall include, without limitation:
(a) Preparation and filing of the petition for declaratory ruling, including a detailed narrative analysis of the foreign ownership chain: NWA (Delaware corporation, FCC licensee) → NUS Holdings LLC (Delaware limited liability company, 100% owner of NWA) → Northgate Telecommunications PLC (United Kingdom public limited company, 100% owner of NUS Holdings);
(b) Identification and detailed analysis of significant shareholders of Northgate Telecommunications PLC that hold a 5% or greater equity or voting interest, including:
•  Thornhill Asset Management LLP — 9.7% equity interest;
•  Sovereign Capital Partners AG — 6.3% equity interest;
•  Dunmore Pension Trust — 5.1% equity interest; and
•  Public Float — 78.9% (no individual holder at or above the 5% threshold);
(c) Application and analysis of the FCC's established rebuttable presumption that foreign ownership by entities from countries that are members of the World Trade Organization ("WTO") is consistent with the public interest (the United Kingdom qualifies as a WTO member state, and this presumption should be applicable here);
(d) Preparation of any required disclosures regarding the citizenship, principal place of business, and country of organization of all entities and individuals identified in the foreign ownership chain;
(e) Coordination with any review conducted by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (the "Committee," formerly known informally as "Team Telecom"), established pursuant to Executive Order 13913 (April 4, 2020), including responding to any inquiries, information requests, or conditions imposed by the Committee or any constituent executive branch agencies (including the Department of Justice, the Department of Homeland Security, and the Department of Defense); and
(f) Monitoring and managing the petition through to final FCC action, including any conditions that may be attached to the declaratory ruling.
4.3 Regulatory Compliance Advisory
In addition to the specific FCC filings described above, Broadfield Whitaker shall provide general FCC regulatory advisory services in connection with the transaction, including:
(a) Analysis of FCC anti-trafficking rules under 47 C.F.R. § 1.2111, including a determination of whether any of the fourteen licenses were originally acquired by Ridgeline (or its predecessors-in-interest) at auction with the benefit of designated entity ("DE") bidding credits or other auction discount mechanisms, and if so, whether any unjust enrichment payment obligations may be triggered by the proposed assignment;
(b) Assessment of FCC buildout and construction compliance requirements applicable to the fourteen Meridian Technologies-3 licenses, including an analysis of interim performance benchmarks (currently scheduled for March 2025) and final construction deadlines (currently scheduled for March 2028), as well as a review of Ridgeline's current compliance status with respect to such requirements and any implications for NWA as the proposed assignee;
(c) Advice regarding any other FCC rules, regulations, or policies that may be applicable to or implicated by the proposed transaction, including spectrum aggregation limits, eligibility restrictions, and any pending FCC rulemaking proceedings that may affect the Meridian Technologies-3 spectrum band; and
(d) Such other FCC regulatory advice as may reasonably be requested by C&H in connection with the transaction.
4.4 Exclusions.  For the avoidance of doubt, Broadfield Whitaker's engagement under this letter does not extend to, and Broadfield Whitaker shall have no responsibility with respect to, the following matters:
(a) Negotiation of the transaction terms or drafting, reviewing, or negotiating the Asset Purchase Agreement or any ancillary transaction documents (including schedules, exhibits, disclosure schedules, transition services agreements, or escrow agreements);
(b) Tax structuring, tax planning, or tax compliance matters of any kind;
(c) Litigation or dispute resolution, whether arising from the transaction or otherwise;
(d) Corporate formation, organizational, or governance matters relating to NWA, NUS Holdings, or any other Northgate affiliate;
(e) Insurance procurement or review; and
(f) Any other matters not specifically described in Sections 4.1 through 4.3 above.
The foregoing excluded matters are being handled by C&H and, where applicable, by Whitfield & Grainger LLP (tax and accounting advisors to Northgate) and Vantage Spectrum Consultants Inc. (spectrum valuation consultants retained by Northgate). Should circumstances arise during the engagement that appear to implicate matters outside the scope described above, Broadfield Whitaker should promptly raise such matters with C&H so that appropriate arrangements can be made.
5. Calderwood & Harkness Engagement Team and Key Contacts
The C&H engagement team for this matter consists of the following individuals:
•  Sylvia Hartwell — Partner (Tax), C&H New York office. Sylvia serves as the Responsible Partner and primary relationship partner for the overall Northgate engagement, with supervisory authority over all aspects of the matter.
•  Leonard Cross — Partner (Tax), C&H New York office. Leonard serves as the Billing Partner for the engagement and is the designated recipient for all invoices and billing-related communications from Broadfield Whitaker.
•  Harold Wren — Of Counsel (Communications & Regulatory practice group), C&H Washington, D.C. office, located at 1875 K Street NW, Suite 600, Washington, DC 20006. Harold will serve as the primary C&H point of contact for day-to-day coordination with Broadfield Whitaker on all FCC regulatory matters. Harold has extensive experience with FCC licensing transactions and Section 310(b) proceedings and will be your principal interlocutor at C&H for the duration of this engagement.
•  Simone Laroche — Senior Associate (Litigation, General), C&H New York office. Simone assists with overall matter coordination and will be available as a secondary point of contact for Broadfield Whitaker.
•  Jeffrey Park — Associate (Litigation, General), C&H New York office. Jeffrey provides working-level support on the engagement.
Day-to-day coordination between Broadfield Whitaker and C&H should flow primarily through Harold Wren, with Simone Laroche serving as an additional point of contact as needed. Strategic or engagement-level matters (including fee cap management, scope changes, and client-relationship issues) should be directed to Sylvia Hartwell. Billing and invoice inquiries should be directed to Leonard Cross.
6. Broadfield Whitaker Engagement Team
We understand that Broadfield Whitaker's engagement team for this matter will consist of the following individuals:
•  Annette Galvez — Partner (FCC Regulatory), serving as the Lead Partner for Broadfield Whitaker's engagement and the individual principally responsible for the quality and timeliness of all work product delivered by Broadfield Whitaker under this letter.
•  Daniel Fong — Senior Associate, working under Annette Galvez's supervision on the FCC Form 603 application, the Section 310(b)(4) petition, and related regulatory advisory matters.
Broadfield Whitaker may designate additional attorneys, paralegals, or other professional staff to work on the engagement as needed to ensure timely and efficient delivery of services. However, Broadfield Whitaker shall notify C&H (through Harold Wren) of any changes to the composition of its engagement team, including the addition of any new attorneys or the departure of any existing team members, and shall provide C&H with the name, title, and applicable billing rate of any such individuals promptly upon their assignment to the matter.
7. Fee Arrangements
7.1 Billing and Rate Structure
Broadfield Whitaker shall bill for services rendered in connection with this engagement at its standard hourly rates for the attorneys and professional staff assigned to the matter, as separately communicated to and approved by C&H. We understand that a current rate schedule has been provided by Broadfield Whitaker under separate cover and that such rates are consistent with the rates customarily charged by Broadfield Whitaker for matters of comparable complexity and scope.
All Broadfield Whitaker fees and disbursements incurred in connection with this engagement will be passed through by C&H to Northgate for payment. C&H does not assume any independent responsibility for payment of Broadfield Whitaker's fees or expenses except in its capacity as agent for Northgate. Northgate is the party ultimately responsible for the payment of all fees and expenses incurred by Broadfield Whitaker in connection with this engagement, subject to the fee cap provisions described below.
Invoices shall be submitted by Broadfield Whitaker to C&H on a monthly basis, with each invoice addressed to the attention of Leonard Cross, Billing Partner, Calderwood & Harkness LLP, 375 Park Avenue, 40th Floor, New York, New York 10152 (or such other address as C&H may designate from time to time). Each invoice shall include sufficient detail — including timekeeper identification, date of service, description of services rendered, hours expended, and applicable billing rate — to permit meaningful client review and to facilitate pass-through billing to Northgate. C&H reserves the right to request additional detail or clarification regarding any invoice prior to submission to the client.
7.2 Fee Cap Applicability
For your information, C&H's engagement letter with Northgate includes a Phase 1 fee cap of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) that covers the FCC application and regulatory approval workstream of the transaction. The Phase 1 fee cap is intended to encompass all legal fees — including both C&H's fees and Broadfield Whitaker's fees — incurred in connection with the preparation, filing, prosecution, and completion of the FCC Form 603 application, the Section 310(b)(4) petition for declaratory ruling, and related FCC regulatory advisory work as described in Section 4 above.
Accordingly, Broadfield Whitaker's fees are included within and subject to this Phase 1 fee cap. Broadfield Whitaker should maintain regular and proactive communication with C&H (through Harold Wren and Leonard Cross) regarding the level of accrued and anticipated fees, so that C&H can monitor the combined fees of both firms and ensure that the aggregate remains within the Phase 1 cap. C&H will endeavor to provide Broadfield Whitaker with periodic updates on aggregate fee status to facilitate this coordination.
Work that falls outside the Phase 1 scope — for example, any dispute-related regulatory work, proceedings arising from contested petitions to deny that require extended litigation before the FCC, or work requested in connection with a separate phase of the transaction — is not subject to the Phase 1 fee cap. However, any such out-of-scope work must be pre-approved in writing by C&H before Broadfield Whitaker undertakes it, and separate fee arrangements shall be agreed upon in advance of such work.
7.3 Expenses.  Reasonable out-of-pocket expenses incurred by Broadfield Whitaker in the course of performing services under this engagement will be reimbursed. Reimbursable expenses include, without limitation, FCC filing fees, courier and delivery charges, printing and copying costs for regulatory filings, and pre-approved travel expenses. Any individual expense item exceeding Two Thousand Five Hundred Dollars ($2,500) requires the prior written approval of C&H before it is incurred. Travel expenses, regardless of amount, must be pre-approved by C&H. All expenses shall be itemized separately on Broadfield Whitaker's monthly invoices with supporting documentation as reasonably requested.
8. Reporting Obligations
Timely and comprehensive reporting is essential to the effective coordination of this co-counsel engagement. Broadfield Whitaker shall adhere to the following reporting obligations:
(a) Bi-Weekly Status Reports. Broadfield Whitaker shall provide C&H with written status reports on a bi-weekly basis (i.e., every two weeks), or more frequently as circumstances may require. Each status report shall summarize the current status of all FCC filings (including the FCC Form 603 and the Section 310(b)(4) petition), identify pending deadlines and upcoming milestones, report on any FCC staff inquiries or information requests received, describe any third-party filings (including petitions to deny or informal objections), and flag any issues or concerns that may affect the timeline or outcome of the regulatory approval process. Status reports should be submitted in writing (email is acceptable) to Harold Wren, with a copy to Simone Laroche.
(b) Prompt Notification of Material Developments. Broadfield Whitaker shall promptly notify C&H (within twenty-four (24) hours) of any material developments relating to the FCC regulatory workstream. Material developments include, but are not limited to, the following:
(i) Acceptance or rejection of any filing by the FCC;
(ii) Issuance of public notices relating to the pending applications;
(iii) The filing of any petition to deny or informal objection by a third party;
(iv) Any information request, letter of inquiry, or other communication from FCC staff, including the Wireless Telecommunications Bureau or the International Bureau;
(v) Any communication from or on behalf of the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector, or from any executive branch agency participating in the Committee's review;
(vi) Any indication of possible dismissal, denial, or other adverse action by the FCC; and
(vii) Any other development that Broadfield Whitaker reasonably believes could have a material impact on the timing or outcome of the FCC approval process.
(c) Prior Approval of Filings. No substantive filing shall be made with the FCC by or on behalf of NWA or Northgate without the prior review and written approval of C&H. Written approval shall be obtained from Harold Wren and/or Sylvia Hartwell before any filing is submitted. This requirement applies to all initial filings, amendments, supplements, responses to staff inquiries, and any other written submissions to the FCC.
(d) Client Communication Protocol. No direct communication with Northgate personnel (including Priya Dasgupta, Thomas Brennan, or any other Northgate employee, officer, or director) shall occur without C&H's prior consent. All communications with the client shall be routed through C&H to ensure consistency, coordination, and proper management of the attorney-client relationship. If Northgate personnel contact Broadfield Whitaker directly, Broadfield Whitaker shall promptly inform C&H and shall refer the inquiry to the appropriate C&H contact.
9. Coordination Protocols
9.1 Work Product Review
All draft filings, letters, memoranda, and other work product prepared by Broadfield Whitaker in connection with this engagement shall be circulated to Harold Wren and Simone Laroche at C&H in draft form with sufficient lead time for C&H review, comment, and client input prior to finalization and filing. As a general matter, draft work product should be provided to C&H a minimum of five (5) business days before the applicable filing deadline or intended submission date. In the event that exigent circumstances require a shorter turnaround period (for example, in response to an FCC staff inquiry with a compressed deadline), Broadfield Whitaker shall notify C&H immediately and the parties shall work cooperatively to ensure that all drafts receive adequate review before submission.
C&H will use reasonable efforts to provide comments and feedback on draft work product in a timely manner. In the event of any disagreement between C&H and Broadfield Whitaker regarding the substance or approach of any filing, the matter shall be escalated to Sylvia Hartwell and Annette Galvez for resolution, with C&H retaining final decision-making authority in its capacity as lead counsel.
9.2 Counterparty Communications
Broadfield Whitaker shall not communicate directly with Ridgeline's counsel, Hargrove, Sato & Caldwell LLP (including Kevin Sato, Mariana Quelibo, or any other attorney at that firm), or with Ridgeline's financial advisor, Stonebridge Advisory Group LLC, without prior coordination with and approval from C&H. Any communications with counterparty counsel or advisors regarding joint filings, coordination of FCC submissions, or other matters relating to the transaction shall be routed through or coordinated with Harold Wren at C&H.
Joint filings or joint communications with the FCC that involve both the assignor (Ridgeline) and the assignee (NWA) shall be coordinated through C&H, which will manage the overall relationship with counterparty counsel and ensure consistency between the regulatory filings and the transaction documentation.
9.3 Privilege and Confidentiality
All communications, memoranda, legal analyses, draft filings, and other work product prepared by Broadfield Whitaker in connection with this engagement are subject to the attorney-client privilege and the work product doctrine. Broadfield Whitaker shall take all reasonable steps to preserve and protect these privileges, including appropriate labeling of privileged documents and communications and limiting the distribution of privileged materials to those individuals who have a need to know.
Broadfield Whitaker shall maintain the strict confidentiality of all client information, transaction details, business information, financial data, and strategic plans disclosed to it in connection with this engagement. Broadfield Whitaker shall not disclose any such information to any third party (other than as required in connection with FCC filings or as authorized by C&H) without the prior written consent of C&H. This confidentiality obligation shall survive the termination of the engagement.
9.4 Document Management
Broadfield Whitaker shall maintain a complete and well-organized set of all FCC filings, correspondence with the FCC and other regulatory bodies, regulatory research and analysis, and all other documents and materials generated or received in connection with this engagement. Copies of all such materials shall be provided to C&H on an ongoing basis, and Broadfield Whitaker shall maintain its files in a manner that permits efficient retrieval and production upon request.
All files, documents, and work product generated by Broadfield Whitaker in connection with this engagement are the property of the client, Northgate Telecommunications PLC, and shall be made available to C&H and/or to Northgate upon request at any time during or after the engagement. Upon termination of the engagement, Broadfield Whitaker shall promptly deliver all original and copies of client files and work product to C&H, subject to Broadfield Whitaker's right to retain copies as required by applicable professional responsibility rules and its own internal document retention policies.
10. Conflicts
Broadfield Whitaker confirms that it has conducted a comprehensive conflicts check consistent with its professional obligations under the Rules of Professional Conduct and has identified no conflicts of interest that would preclude or limit its representation of Northgate in this matter. The conflicts check was conducted against the following parties and their respective affiliates, as identified by C&H:
(a) Northgate Telecommunications PLC;
(b) Northgate Wireless Americas Inc.;
(c) Northgate US Holdings LLC;
(d) Ridgeline Wireless Holdings LLC;
(e) Garrett Nolan;
(f) Diane Chua;
(g) Pinnacle Growth Capital Fund II LP;
(h) Pinnacle Growth Capital Management LLC;
(i) Crestwood Family Office LLC;
(j) Great Basin Rural Broadband Cooperative; and
(k) The respective affiliates, subsidiaries, parent entities, officers, and directors of each of the foregoing, to the extent identified by C&H.
Broadfield Whitaker agrees to promptly notify C&H if any actual or potential conflict of interest arises at any time during the course of the engagement, including any new matter, client relationship, or business development that could give rise to a conflict or the appearance of a conflict. In the event that a conflict is identified, the parties shall work cooperatively and in good faith to determine whether the conflict can be waived or otherwise resolved consistent with applicable professional responsibility rules, or whether the engagement must be modified or terminated.
11. Term and Termination
This co-counsel arrangement shall remain in effect until the earliest to occur of the following:
(a) Completion of the FCC regulatory workstream — that is, the date on which the FCC has taken final action (whether by grant, denial, dismissal, or otherwise) on both the FCC Form 603 application and the Section 310(b)(4) petition for declaratory ruling, and all related proceedings (including any Committee review under Executive Order 13913) have concluded;
(b) Termination of the underlying transaction between Northgate and Ridgeline, whether by mutual agreement of the transaction parties, expiration of the Asset Purchase Agreement, or otherwise; or
(c) Written notice of termination by C&H (on behalf of Northgate) or by Broadfield Whitaker, provided that any such termination notice shall specify a reasonable transition period of not less than thirty (30) days, during which Broadfield Whitaker shall continue to perform services as necessary to protect the client's interests and facilitate an orderly transition of the engagement.
Upon termination of this co-counsel arrangement for any reason, Broadfield Whitaker shall cooperate fully with C&H in the orderly transition of all pending matters, including the transfer of all files, work product, and client materials to C&H or to such successor counsel as C&H may designate. Broadfield Whitaker shall also provide reasonable assistance in bringing any successor counsel up to speed on the status of pending FCC proceedings and shall make its attorneys available for consultation during the transition period. Broadfield Whitaker shall deliver to C&H a final invoice covering all fees and expenses incurred through the date of termination within thirty (30) days after the effective date of termination.
12. Insurance
Broadfield Whitaker confirms that it currently maintains professional liability (errors and omissions) insurance in an amount sufficient to cover its role and potential exposure in connection with this engagement. Broadfield Whitaker shall maintain such insurance coverage in effect for the duration of the engagement and shall promptly notify C&H of any material change in coverage, including any reduction in policy limits, cancellation, or non-renewal.
13. Governing Law
This letter agreement shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflict of laws principles.
14. Acceptance and Execution
If the foregoing terms accurately reflect your understanding of the co-counsel arrangement, please indicate Broadfield Whitaker's acceptance by signing and returning a copy of this letter to the undersigned at your earliest convenience. A countersigned copy may be returned via email (PDF) followed by the original via overnight courier.
We are excited to work with you and your team on this engagement, Annette, and we are confident that Broadfield Whitaker's deep expertise in FCC regulatory matters will be invaluable to the successful completion of this transaction. Please do not hesitate to contact me, Harold Wren, or any member of the C&H team if you have any questions regarding the terms set forth in this letter.
With best regards,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Sylvia Hartwell
Title: Partner
Date: August 18, 2022
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, on behalf of Broadfield Whitaker LLP, hereby acknowledges receipt of this letter and confirms acceptance of the terms and conditions set forth herein for the engagement of Broadfield Whitaker LLP as FCC regulatory co-counsel in connection with the matter described above.
BROADFIELD WHITAKER LLP
ACKNOWLEDGED AND AGREED:
By: ________
Name: Annette Galvez
Title: Partner
Date: ________
Enclosures: None (conflicts list to be provided separately if needed)
cc:
Leonard Cross, Partner, Calderwood & Harkness LLP (New York) Harold Wren, Of Counsel, Calderwood & Harkness LLP (Washington, D.C.)

CALDERWOOD & HARKNESS LLP Attorneys at Law 375 Park Avenue, 40th Floor New York, New York 10152

VIA EMAIL AND OVERNIGHT COURIER

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

BROADFIELD WHITAKER LLP

ACKNOWLEDGED AND AGREED:

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