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

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CALDERWOOD & HARKNESS LLP

Attorneys at Law

375 Park Avenue, 40th Floor New York, NY 10152 Telephone: (212) 554-7000

One Bishops Square, London E1 6AD, United Kingdom 1875 K Street NW, Suite 600, Washington, DC 20006

August 16, 2022

VIA ELECTRONIC MAIL AND INTERNATIONAL COURIER

Priya Dasgupta, Esq. General Counsel Northgate Telecommunications PLC 14 Cavendish Square London W1G 0BX United Kingdom

Re: Engagement of Calderwood & Harkness LLP by Northgate Telecommunications PLC Matter No.: 1018-00009 Subject: Proposed Acquisition of FCC Wireless Spectrum Licenses from Ridgeline Wireless Holdings LLC

Dear Ms. Dasgupta:

1. Purpose and Confirmation of Engagement

Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," or "we") is pleased to confirm its engagement by Northgate Telecommunications PLC ("Northgate," "NTP," or the "Company"; Companies House No. 08473291) as outside legal counsel in connection with the matter referenced above. This engagement is effective as of August 16, 2022.

This letter (together with the enclosed Standard Terms of Engagement attached hereto as Enclosure A, which are incorporated by reference) sets forth the terms and conditions upon which Calderwood & Harkness will provide legal services to Northgate. We ask that you review this letter carefully and, if the terms are acceptable, execute and return a countersigned copy as described in Section 13 below.

This engagement follows our discussions with you and Thomas Brennan, Senior Vice President of Regulatory Affairs at Northgate, during our meetings on July 22, 2022 (London) and August 3, 2022 (conference call), regarding Northgate's proposed entry into direct U.S. wireless spectrum ownership. We appreciate the confidence that you and Mr. Brennan have placed in Calderwood & Harkness, and we look forward to working with your team on this significant strategic transaction.

As discussed during those preliminary conversations, the proposed transaction involves Northgate's acquisition of certain FCC wireless radio service licenses in the Meridian Technologies-3 band (Band 66), regulated under 47 C.F.R. Part 27 of the Federal Communications Commission's rules, currently held by Ridgeline Wireless Holdings LLC ("Ridgeline"), a Nevada limited liability company (Nevada Secretary of State Entity No. E0428716302), with principal offices at 450 South Virginia Street, Suite 800, Reno, NV 89501. The transaction encompasses fourteen (14) FCC licenses covering wireless spectrum in portions of the State of Nevada, eastern California, and southern Oregon.

We understand that this acquisition is intended as Northgate's initial entry into direct U.S. spectrum ownership, complementing and strategically enhancing the Company's existing U.S. mobile virtual network operator ("MVNO") operations. The proposed transaction will require, among other things, FCC approval of the license assignment and a declaratory ruling permitting indirect foreign ownership of the licensee entity, as well as the formation of appropriate U.S. corporate entities to hold the licenses.

2. Client Identification

The client for this engagement is Northgate Telecommunications PLC, a public limited company organized and existing under the laws of England and Wales, and listed on the London Stock Exchange (LSE: NGTL). All references in this letter to "the client" or "Northgate" shall refer to Northgate Telecommunications PLC.

While the representation may involve work performed on behalf of, or in connection with the formation and structuring of, Northgate's U.S. subsidiaries — specifically, Northgate Wireless Americas Inc. ("NWA"), a Delaware corporation to be incorporated as part of this transaction, and Northgate US Holdings LLC ("NUS Holdings"), a Delaware limited liability company to be formed as part of this transaction — the client for all purposes of the attorney-client relationship, including privilege, billing, and professional responsibility, is Northgate Telecommunications PLC. We do not represent NWA or NUS Holdings as separate clients, and no separate attorney-client relationship will be established with those entities unless expressly agreed in writing.

For the avoidance of doubt, Calderwood & Harkness does not represent, and has not been engaged to represent, any other party to the proposed transaction, including without limitation: (i) Ridgeline Wireless Holdings LLC; (ii) Ridgeline's individual members, Garrett Nolan and Diane Chua; (iii) Ridgeline's institutional members, Pinnacle Growth Capital Fund II LP and Crestwood Family Office LLC; (iv) any affiliates, general partners, principals, or related persons of such entities; or (v) Ridgeline's legal counsel, Hargrove, Sato & Caldwell LLP. Our duties of loyalty, confidentiality, and zealous advocacy run exclusively to Northgate Telecommunications PLC.

3. Scope of Representation

Calderwood & Harkness's representation of Northgate in connection with the proposed Ridgeline spectrum acquisition will encompass the following areas of legal work, subject to the exclusions set forth at the end of this Section:

Phase 1 — FCC Application and Regulatory Approvals

Calderwood & Harkness will provide the following regulatory advisory and application services in connection with FCC review and approval of the proposed transaction:

(a) FCC Form 603 — Application for Assignment of Authorization. Preparation, filing, and prosecution of FCC Form 603 for the assignment of authorization with respect to fourteen (14) Meridian Technologies-3 (Band 66) wireless radio service licenses from Ridgeline to NWA. This includes the preparation of all required exhibits, attachments, certifications, and supporting documentation, as well as responding to any FCC staff inquiries or deficiency notices relating to the application.

(b) Section 310(b)(4) Petition for Declaratory Ruling. Preparation, filing, and prosecution of a petition for declaratory ruling under Section 310(b)(4) of the Communications Act of 1934, as amended (47 U.S.C. § 310(b)(4)), requesting FCC approval for up to one hundred percent (100%) indirect foreign ownership of NWA by NTP. This petition will address the proposed foreign ownership chain, whereby NWA will be wholly owned by NUS Holdings LLC, which will in turn be wholly owned by NTP.

(c) Foreign Ownership Chain Analysis. Comprehensive legal analysis of the proposed foreign ownership structure — NWA → NUS Holdings LLC → NTP — for compliance with the Communications Act, applicable FCC rules and precedent, and relevant national security considerations, including an assessment of the ownership, citizenship, and control attributes of each entity in the chain.

(d) FCC Information Requests and Objections. Responding to any FCC information requests, petitions to deny, informal objections, or other filings by third parties in connection with the FCC Form 603 application or the Section 310(b)(4) petition, including the preparation of reply pleadings and ex parte filings as may be necessary or advisable.

(e) Committee for the Assessment of Foreign Participation. Coordination with and responses to inquiries from the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (the "Committee"), established under Executive Order 13913 (April 4, 2020), including the preparation of any mitigation proposals, national security assessments, or compliance commitments that may be required by the Committee or its constituent agencies (including the U.S. Department of Justice, the U.S. Department of Homeland Security, and the U.S. Department of Defense).

(f) Anti-Trafficking and Unjust Enrichment Analysis. Analysis of the FCC's anti-trafficking rules set forth at 47 C.F.R. § 1.2111, including an assessment of whether Ridgeline's transfer of the licenses within the applicable holding period triggers unjust enrichment payment obligations, and the preparation of any waivers or showings required in connection therewith.

(g) Buildout Compliance Assessment. Assessment of the FCC's substantial service and buildout compliance obligations associated with the fourteen Meridian Technologies-3 licenses, including review of Ridgeline's compliance history, any pending buildout milestones, and the implications of the license transfer on interim and final buildout deadlines.

(h) General FCC Regulatory Advice. Provision of general FCC regulatory advice as may reasonably be required in connection with the license transfer, including advice concerning FCC reporting obligations, spectrum leasing arrangements, and related regulatory matters that arise during the course of the transaction.

Corporate and Transactional Support

Calderwood & Harkness will provide the following corporate and transactional legal services in connection with the acquisition:

(a) Entity Formation. Preparation and filing of all documents necessary for the incorporation of Northgate Wireless Americas Inc. as a corporation organized under the laws of the State of Delaware, and the formation of Northgate US Holdings LLC as a limited liability company organized under the laws of the State of Delaware, including certificates of incorporation, certificates of formation, bylaws, limited liability company agreements, and related organizational documents.

(b) Board Resolutions and Corporate Authorizations. Preparation of resolutions of the Board of Directors of Northgate Telecommunications PLC authorizing the spectrum acquisition, the formation of the U.S. entities, and the execution and delivery of transaction documents, as well as any corresponding authorizations required from the boards or managing members of the newly formed U.S. entities.

(c) Asset Purchase Agreement. Review, drafting, and negotiation of the asset purchase agreement (the "APA") with Ridgeline and all related transaction documents, including schedules, exhibits, disclosure schedules, ancillary agreements, and closing deliverables.

(d) Escrow Arrangements. Coordination on the establishment and documentation of escrow arrangements in connection with the transaction, including review and negotiation of the escrow agreement with the designated escrow agent and related deposit and disbursement instructions.

(e) Minority Member Consents. Review and negotiation of consent letters, waivers, or other authorizations from Ridgeline's minority members — specifically, Pinnacle Growth Capital Fund II LP and Crestwood Family Office LLC — as may be required under Ridgeline's limited liability company agreement for the consummation of the license assignment and related asset sale.

Tax and Structuring

Calderwood & Harkness will provide the following tax and structuring advisory services:

(a) U.S. Tax Implications. Analysis of the U.S. federal and state tax implications of the cross-border acquisition structure, including the characterization of the license acquisition for U.S. tax purposes, the allocation of purchase price among the licenses, and the tax attributes of the proposed entity structure.

(b) FIRPTA Withholding Analysis. Analysis of the application of the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") to the license transfer, including an assessment of whether the FCC licenses constitute "United States real property interests" within the meaning of Section 897 of the Internal Revenue Code, and the determination of any applicable withholding obligations under Section 1445.

(c) Coordination with UK Tax Advisors. Coordination with Whitfield & Grainger LLP ("Whitfield & Grainger"), Northgate's independent accounting and tax advisors (engagement partner: Nigel Pemberton), on the UK tax implications of the transaction, including but not limited to controlled foreign company ("CFC") rules under Part 9A of the Taxation (International and Other Provisions) Act 2010, profit repatriation considerations, and the UK corporation tax treatment of the U.S. operations.

(d) Entity Classification and Treaty Analysis. Analysis of the entity classification of NWA and NUS Holdings for U.S. federal income tax purposes (including any check-the-box elections under Treasury Regulation § 301.7701-3), and analysis of the application of the Convention between the Government of the United States of America and the Government of the United Kingdom of Great Britain and Northern Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and on Capital Gains (the "US-UK Income Tax Treaty") to the proposed structure and ongoing operations.

Dispute-Related Work (If Applicable)

In the event that disputes arise in connection with or related to the proposed transaction, Calderwood & Harkness will provide legal analysis, negotiation support, and litigation-related advisory work, including without limitation disputes concerning: (i) the purchase price or purchase price adjustments under the APA; (ii) the exercise of termination rights under the APA; (iii) escrow deposit matters, including claims for release or forfeiture of escrowed funds; and (iv) breach of contract claims or indemnification demands arising under the APA or related transaction documents.

For the avoidance of doubt, any dispute-related work falling within this category is not subject to the Phase 1 fee cap described in Section 5 below and will be billed at the Firm's standard hourly rates.

Exclusions. The scope of this engagement is limited to the matters described above. Calderwood & Harkness is not engaged to provide advice on (i) Northgate's general corporate matters outside this transaction; (ii) UK regulatory approvals, if any, required for the acquisition (including Ofcom-related matters); (iii) Northgate's London Stock Exchange listing obligations, Market Abuse Regulation compliance, or Disclosure Guidance and Transparency Rules reporting; or (iv) any matters unrelated to the proposed Ridgeline spectrum acquisition. Any expansion of the scope of this engagement would require a separate written agreement or an amendment to this engagement letter.

4. Engagement Team

Calderwood & Harkness has assembled the following team of attorneys to handle this engagement. Each team member has been selected for their relevant expertise and familiarity with the legal and regulatory issues presented by the proposed transaction.

Responsible Partner: Sylvia Hartwell, Partner, Tax Practice Group, New York and London offices. Ms. Hartwell will serve as the Responsible Partner for this engagement and will have overall supervisory responsibility for all aspects of the representation. Ms. Hartwell will serve as the primary point of contact for the Company's senior management on significant strategic and legal issues.

Billing Partner: Leonard Cross, Partner, Tax Practice Group, New York office. Mr. Cross will serve as the Billing Partner for this engagement and will be responsible for the management of invoicing, fee arrangements, and related billing matters. Mr. Cross will also provide substantive tax advisory services in connection with the cross-border structuring aspects of the transaction.

Lead Associate: Simone Laroche, Associate, Litigation — General, New York office. Ms. Laroche will serve as the Lead Associate on this engagement and will be responsible for the day-to-day management and coordination of the legal workstreams, drafting and review of transaction documents, and coordination with co-counsel.

Working Associate: Jeffrey Park, Associate, Litigation — General, New York office. Mr. Park will support Ms. Laroche in the execution of the engagement and will contribute to legal research, document preparation, due diligence review, and other working-level tasks.

FCC Regulatory Specialist (Of Counsel): Harold Wren, Of Counsel, Communications & Regulatory Practice Group, Washington, D.C. office (1875 K Street NW, Suite 600, Washington, DC 20006). Mr. Wren will provide specialized FCC regulatory advice and will serve as the Firm's point of coordination with Broadfield Whitaker LLP, the proposed FCC regulatory co-counsel (see Section 6 below). Mr. Wren's practice is focused on FCC licensing, spectrum transactions, and the foreign ownership provisions of the Communications Act, and he brings over twenty-five years of experience in these areas.

Additional attorneys, paralegals, legal assistants, and other support staff may be assigned to the engagement from time to time as the needs of the matter require. We will inform you of any material changes to the composition of the engagement team, including the addition of any new partners or the reassignment of supervisory responsibilities.

5. Fees and Billing Arrangements

Hourly Rate Structure

Fees for legal services rendered in connection with this engagement will be charged on an hourly basis at Calderwood & Harkness's standard rates for the professionals involved. The current hourly rates for each member of the engagement team are set forth in the Schedule of Current Hourly Rates attached hereto as Enclosure B. Based on the anticipated allocation of work among the engagement team members, we estimate a blended hourly rate of approximately $875 per hour across the engagement team.

Please note that Calderwood & Harkness's standard hourly rates are subject to annual adjustment, typically effective as of January 1 of each calendar year. We will provide advance written notice to Northgate of any rate adjustments, and the adjusted rates will apply to work performed on or after the effective date of the adjustment.

Phase 1 Fee Cap

For Phase 1 work — consisting of the FCC application, regulatory approvals, and directly related regulatory advisory work as described in Section 3 above — a fee cap of One Million Two Hundred Fifty Thousand U.S. Dollars ($1,250,000) shall apply. Under this fee cap, Calderwood & Harkness's aggregate professional fees for Phase 1 work shall not exceed $1,250,000, regardless of the number of hours expended on such work.

The following clarifications apply to the Phase 1 fee cap:

(a) The fee cap covers Calderwood & Harkness professional fees only and does not include disbursements, out-of-pocket expenses, FCC filing fees, expert or consultant costs, or co-counsel fees and disbursements (which are addressed separately in Section 6 below).

(b) The fee cap does not apply to dispute-related work as described in Section 3 above. Dispute-related work will be billed at the Firm's standard hourly rates without a fee cap or ceiling.

(c) The fee cap does not apply to Corporate and Transactional Support work or Tax and Structuring work described in Section 3, which will be billed at standard hourly rates.

(d) Should the scope of Phase 1 work materially expand beyond the parameters contemplated at the time of this engagement — for example, due to the filing of multiple petitions to deny, extended proceedings before the Committee for the Assessment of Foreign Participation, or FCC designation of the application for hearing — the parties will discuss in good faith whether an adjustment to the fee cap is warranted.

Billing Cycle. Monthly invoices will be rendered in arrears, typically within fifteen (15) business days following the end of each calendar month. Each invoice will set forth, in reasonable detail, the legal services performed, the professional responsible for each time entry, the time expended, and the fees and disbursements incurred during the billing period. Payment is due within thirty (30) days of the date of each invoice.

Disbursements and Expenses

Out-of-pocket costs and disbursements incurred in connection with the engagement — including, without limitation, travel expenses (airfare, ground transportation, lodging, and meals), FCC filing fees, courier and delivery charges, photocopying and printing costs, electronic legal research charges (e.g., Westmark Data Systems, Sundial Solutions), court reporting fees, and other third-party charges — will be billed to Northgate at actual cost, without markup.

Interest on Late Payments

Any invoiced amounts that remain outstanding beyond the thirty (30) day payment period may be subject to a late-payment charge at the rate of one percent (1.0%) per month (twelve percent (12%) per annum), calculated on the unpaid balance from the date payment was due until the date payment is received in full. Calderwood & Harkness reserves the right to suspend work on the engagement in the event of material non-payment, subject to its obligations under applicable professional responsibility rules and after providing reasonable notice to the client.

6. Co-Counsel Arrangement — Broadfield Whitaker LLP

Given the specialized nature of the FCC regulatory proceedings involved in the proposed transaction, Calderwood & Harkness has identified and proposes to retain Broadfield Whitaker LLP ("Broadfield Whitaker"), a Washington, D.C.-based law firm with recognized expertise in FCC regulatory matters, as co-counsel on behalf of Northgate in this engagement.

Broadfield Whitaker's office is located at 1401 H Street NW, Suite 750, Washington, DC 20005. The lead Broadfield Whitaker partner assigned to this matter will be Annette Galvez, who specializes in FCC regulatory and licensing matters, including spectrum transactions, foreign ownership proceedings, and FCC enforcement matters. Ms. Galvez will be supported by Daniel Fong, a senior associate in Broadfield Whitaker's FCC practice group.

Broadfield Whitaker's responsibilities will include the following:

(a) Primary responsibility for the preparation, filing, and prosecution of FCC Form 603 (Application for Assignment of Authorization) for the transfer of the fourteen Meridian Technologies-3 licenses from Ridgeline to NWA.

(b) Primary responsibility for the preparation, filing, and prosecution of the petition for declaratory ruling under Section 310(b)(4) of the Communications Act seeking FCC approval for indirect foreign ownership of NWA by NTP.

(c) Preparation of responses to FCC information requests, letters of inquiry, petitions to deny, informal objections, and other pleadings filed with the FCC in connection with the application and petition.

(d) Coordination with Calderwood & Harkness on all FCC-related filings and strategy.

Broadfield Whitaker will report to and be supervised by Harold Wren (Of Counsel, Calderwood & Harkness, Washington, D.C. office) and Sylvia Hartwell (Partner, Calderwood & Harkness, New York office). All significant strategic decisions regarding FCC filings and regulatory proceedings will be made in consultation with, and subject to the approval of, the Calderwood & Harkness engagement team and the client.

Broadfield Whitaker's fees and disbursements will be passed through to Northgate. At the client's preference, Broadfield Whitaker's charges may be invoiced either (i) separately by Broadfield Whitaker directly to Northgate, or (ii) as a separate line item on Calderwood & Harkness's monthly invoice. Please indicate your preference when returning the executed copy of this letter.

For the avoidance of doubt, Broadfield Whitaker's fees and disbursements are not included in, and do not count against, the $1,250,000 Phase 1 fee cap described in Section 5 above. A copy of Broadfield Whitaker's firm profile and rate schedule is attached hereto as Enclosure C for your reference.

By executing this engagement letter, Northgate consents to the retention of Broadfield Whitaker LLP as co-counsel on the terms described above.

7. Conflict of Interest

Calderwood & Harkness has conducted a comprehensive conflicts check with respect to Northgate Telecommunications PLC and the parties known to be involved in or associated with the proposed transaction, including the following entities and individuals:

• Ridgeline Wireless Holdings LLC

• Garrett Nolan (individual member of Ridgeline)

• Diane Chua (individual member of Ridgeline)

• Pinnacle Growth Capital Fund II LP (institutional member of Ridgeline), including its general partner, Pinnacle Growth Capital Management LLC, and its managing director, Robert Almeda

• Crestwood Family Office LLC (institutional member of Ridgeline), including its principal, Eleanor Crestwood

• Related entities and individuals identified through our standard conflicts screening procedures

Based on the results of our conflicts review, no conflicts of interest have been identified that would preclude or limit Calderwood & Harkness's representation of Northgate in this engagement.

Northgate acknowledges and agrees that Calderwood & Harkness is a large, diversified law firm that represents numerous clients across a wide range of matters and industries. By executing this engagement letter, Northgate agrees that Calderwood & Harkness may continue to represent other clients, including in matters that may be adverse to Northgate or its affiliates, provided that such matters are unrelated to this engagement and do not involve the use or disclosure of confidential information obtained from Northgate in connection with this representation. This advance waiver is subject to and limited by the requirements of applicable professional responsibility rules, including the New York Rules of Professional Conduct.

Northgate agrees to promptly inform Calderwood & Harkness of any relationships, business arrangements, or other circumstances that may bear on conflicts of interest, including any changes in corporate ownership, affiliations, or strategic alliances that may arise during the course of this engagement.

8. Confidentiality and Privilege

All communications between Calderwood & Harkness and Northgate (including its officers, directors, employees, and authorized representatives), and all work product generated by Calderwood & Harkness in connection with this engagement, are intended to be protected by the attorney-client privilege and/or the work-product doctrine, to the fullest extent permitted by applicable law.

Calderwood & Harkness will maintain the confidentiality of all client information provided to the Firm in connection with this engagement, in accordance with the applicable ethical rules and regulations governing attorney conduct, including the New York Rules of Professional Conduct and any other jurisdictional rules that may apply.

In the course of this engagement, it may be necessary or desirable for Calderwood & Harkness to share certain confidential client information with third parties engaged by or on behalf of Northgate in connection with the proposed transaction, including without limitation:

• Whitfield & Grainger LLP (Northgate's independent accounting and tax advisors; engagement partner: Nigel Pemberton);

• Vantage Spectrum Consultants Inc. (spectrum valuation and technical consulting firm; principal consultant: Dr. Raymond Kessler); and

• Apex Continental Insurance Ltd. (transactional insurance underwriter; underwriter: Fiona Ashworth).

Confidential information may be shared with these parties at the client's direction and under appropriate confidentiality protections, including non-disclosure agreements or common interest agreements as may be appropriate. Northgate should be aware, however, that disclosure of attorney-client privileged communications to third parties, including consultants, accountants, and insurance underwriters, may in certain circumstances result in a waiver of the attorney-client privilege with respect to such communications. Calderwood & Harkness will advise Northgate as appropriate regarding the privilege implications of any proposed disclosures and will work with the client to structure information-sharing arrangements that preserve privilege to the maximum extent practicable.

9. Document Retention

Calderwood & Harkness's standard document retention policies, as set forth in the Firm's Standard Terms of Engagement (Enclosure A), shall apply to this engagement.

Client files, documents, and work product generated in connection with this engagement will be retained by the Firm for a period of seven (7) years following the conclusion of the engagement (or such longer period as may be required by applicable law or regulation), after which time such materials may be destroyed or disposed of in accordance with the Firm's standard file destruction procedures, without further notice to the client.

Notwithstanding the foregoing, the client may request the return of original documents and client-owned materials at any time during the course of the engagement or during the retention period. Such requests should be directed in writing to the Billing Partner, Leonard Cross. Please note that certain materials generated by Calderwood & Harkness in the course of the engagement, including internal memoranda, attorney work product, and Firm administrative records, are the property of the Firm and are not subject to return.

10. Termination of Engagement

Either party may terminate this engagement at any time upon written notice to the other party. Termination shall be effective upon receipt of such written notice, subject to Calderwood & Harkness's professional obligations to protect the client's interests during any transition period.

Upon termination of the engagement, Northgate will remain responsible for the payment of all fees and disbursements incurred through the date of termination, including any outstanding invoices and any unbilled time and costs for work performed prior to the termination date.

In the event of termination, Calderwood & Harkness will take all reasonable steps to protect Northgate's interests during the transition period, including cooperating with successor counsel designated by Northgate, facilitating the orderly transfer of files and work product, and, to the extent practicable, ensuring that no deadlines or filing requirements are missed as a result of the transition. Calderwood & Harkness's obligation to cooperate with successor counsel is subject to the client's satisfaction of all outstanding financial obligations to the Firm.

11. Limitation of Liability

The standard limitation of liability provisions set forth in Calderwood & Harkness's Standard Terms of Engagement (Enclosure A) shall apply to this engagement. Without limiting the generality of those provisions, Calderwood & Harkness's aggregate liability to Northgate and its affiliates for any and all claims, losses, damages, costs, and expenses arising out of or relating to the legal services provided under this engagement — whether based in contract, tort (including negligence), breach of fiduciary duty, or any other theory of liability — shall not exceed the total amount of professional fees actually paid by Northgate to Calderwood & Harkness under this engagement letter.

This limitation of liability does not apply to claims arising from Calderwood & Harkness's willful misconduct or fraud, and is subject to the minimum requirements of applicable professional responsibility rules and regulations.

12. Governing Law and Dispute Resolution

This engagement letter, including the Standard Terms of Engagement incorporated by reference herein, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles.

Any dispute, controversy, or claim arising out of or relating to this engagement letter, the attorney-client relationship established hereby, or the legal services provided under this engagement — including any claims for breach of contract, legal malpractice, breach of fiduciary duty, or fee disputes — shall be resolved exclusively by binding arbitration in New York, New York, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with those rules. The decision of the arbitrator shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees incurred in connection with the arbitration, unless the arbitrator determines otherwise.

13. Acknowledgment and Acceptance

We respectfully request that you confirm Northgate Telecommunications PLC's agreement to the terms set forth in this engagement letter, including the co-counsel arrangement with Broadfield Whitaker LLP described in Section 6, by executing this letter in the space provided below and returning a signed copy to the undersigned. An electronic scan of the executed signature page transmitted by email shall be deemed an original for all purposes.

If you have any questions regarding the terms of this letter or any aspect of the proposed engagement, please do not hesitate to contact Sylvia Hartwell at +1 (212) 554-7142 or sylvia.hartwell@calderwoodharkness.com, or Leonard Cross at +1 (212) 554-7288 or leonard.cross@calderwoodharkness.com.

We very much appreciate the opportunity to represent Northgate Telecommunications PLC in this important transaction and look forward to a productive and successful engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Sylvia Hartwell

Title: Partner (Responsible Partner)

Date: ________

By: ________

Name: Leonard Cross

Title: Partner (Billing Partner)

Date: ________

ACKNOWLEDGED AND AGREED

The undersigned, on behalf of Northgate Telecommunications PLC, hereby confirms agreement to the terms and conditions set forth in this engagement letter, including the retention of Broadfield Whitaker LLP as co-counsel as described in Section 6 above.

NORTHGATE TELECOMMUNICATIONS PLC

By: ________

Name: Priya Dasgupta

Title: General Counsel

Date: ________

Executed: August 16, 2022

Enclosures

The following enclosures are attached to this engagement letter and are incorporated herein by reference:

Enclosure A: Calderwood & Harkness LLP Standard Terms of Engagement

Enclosure B: Schedule of Current Hourly Rates for Engagement Team Members

Enclosure C: Broadfield Whitaker LLP Firm Profile and Rate Schedule

This engagement letter and all enclosures are confidential and are intended solely for the use of Northgate Telecommunications PLC and its authorized representatives. Any unauthorized distribution, copying, or disclosure of this document is strictly prohibited.

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP
Attorneys at Law
375 Park Avenue, 40th Floor New York, NY 10152 Telephone: (212) 554-7000 | Facsimile: (212) 554-7001
One Bishops Square, London E1 6AD, United Kingdom 1875 K Street NW, Suite 600, Washington, DC 20006
August 16, 2022
VIA ELECTRONIC MAIL AND INTERNATIONAL COURIER
Priya Dasgupta, Esq. General Counsel Northgate Telecommunications PLC 14 Cavendish Square London W1G 0BX United Kingdom
Re:  Engagement of Calderwood & Harkness LLP by Northgate Telecommunications PLC Matter No.: 1018-00009 Subject: Proposed Acquisition of FCC Wireless Spectrum Licenses from Ridgeline Wireless Holdings LLC
Dear Ms. Dasgupta:
1. Purpose and Confirmation of Engagement
Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," or "we") is pleased to confirm its engagement by Northgate Telecommunications PLC ("Northgate," "NTP," or the "Company"; Companies House No. 08473291) as outside legal counsel in connection with the matter referenced above. This engagement is effective as of August 16, 2022.
This letter (together with the enclosed Standard Terms of Engagement attached hereto as Enclosure A, which are incorporated by reference) sets forth the terms and conditions upon which Calderwood & Harkness will provide legal services to Northgate. We ask that you review this letter carefully and, if the terms are acceptable, execute and return a countersigned copy as described in Section 13 below.
This engagement follows our discussions with you and Thomas Brennan, Senior Vice President of Regulatory Affairs at Northgate, during our meetings on July 22, 2022 (London) and August 3, 2022 (conference call), regarding Northgate's proposed entry into direct U.S. wireless spectrum ownership. We appreciate the confidence that you and Mr. Brennan have placed in Calderwood & Harkness, and we look forward to working with your team on this significant strategic transaction.
As discussed during those preliminary conversations, the proposed transaction involves Northgate's acquisition of certain FCC wireless radio service licenses in the Meridian Technologies-3 band (Band 66), regulated under 47 C.F.R. Part 27 of the Federal Communications Commission's rules, currently held by Ridgeline Wireless Holdings LLC ("Ridgeline"), a Nevada limited liability company (Nevada Secretary of State Entity No. E0428716302), with principal offices at 450 South Virginia Street, Suite 800, Reno, NV 89501. The transaction encompasses fourteen (14) FCC licenses covering wireless spectrum in portions of the State of Nevada, eastern California, and southern Oregon.
We understand that this acquisition is intended as Northgate's initial entry into direct U.S. spectrum ownership, complementing and strategically enhancing the Company's existing U.S. mobile virtual network operator ("MVNO") operations. The proposed transaction will require, among other things, FCC approval of the license assignment and a declaratory ruling permitting indirect foreign ownership of the licensee entity, as well as the formation of appropriate U.S. corporate entities to hold the licenses.
2. Client Identification
The client for this engagement is Northgate Telecommunications PLC, a public limited company organized and existing under the laws of England and Wales, and listed on the London Stock Exchange (LSE: NGTL). All references in this letter to "the client" or "Northgate" shall refer to Northgate Telecommunications PLC.
While the representation may involve work performed on behalf of, or in connection with the formation and structuring of, Northgate's U.S. subsidiaries — specifically, Northgate Wireless Americas Inc. ("NWA"), a Delaware corporation to be incorporated as part of this transaction, and Northgate US Holdings LLC ("NUS Holdings"), a Delaware limited liability company to be formed as part of this transaction — the client for all purposes of the attorney-client relationship, including privilege, billing, and professional responsibility, is Northgate Telecommunications PLC. We do not represent NWA or NUS Holdings as separate clients, and no separate attorney-client relationship will be established with those entities unless expressly agreed in writing.
For the avoidance of doubt, Calderwood & Harkness does not represent, and has not been engaged to represent, any other party to the proposed transaction, including without limitation: (i) Ridgeline Wireless Holdings LLC; (ii) Ridgeline's individual members, Garrett Nolan and Diane Chua; (iii) Ridgeline's institutional members, Pinnacle Growth Capital Fund II LP and Crestwood Family Office LLC; (iv) any affiliates, general partners, principals, or related persons of such entities; or (v) Ridgeline's legal counsel, Hargrove, Sato & Caldwell LLP. Our duties of loyalty, confidentiality, and zealous advocacy run exclusively to Northgate Telecommunications PLC.
3. Scope of Representation
Calderwood & Harkness's representation of Northgate in connection with the proposed Ridgeline spectrum acquisition will encompass the following areas of legal work, subject to the exclusions set forth at the end of this Section:
Phase 1 — FCC Application and Regulatory Approvals
Calderwood & Harkness will provide the following regulatory advisory and application services in connection with FCC review and approval of the proposed transaction:
(a) FCC Form 603 — Application for Assignment of Authorization. Preparation, filing, and prosecution of FCC Form 603 for the assignment of authorization with respect to fourteen (14) Meridian Technologies-3 (Band 66) wireless radio service licenses from Ridgeline to NWA. This includes the preparation of all required exhibits, attachments, certifications, and supporting documentation, as well as responding to any FCC staff inquiries or deficiency notices relating to the application.
(b) Section 310(b)(4) Petition for Declaratory Ruling. Preparation, filing, and prosecution of a petition for declaratory ruling under Section 310(b)(4) of the Communications Act of 1934, as amended (47 U.S.C. § 310(b)(4)), requesting FCC approval for up to one hundred percent (100%) indirect foreign ownership of NWA by NTP. This petition will address the proposed foreign ownership chain, whereby NWA will be wholly owned by NUS Holdings LLC, which will in turn be wholly owned by NTP.
(c) Foreign Ownership Chain Analysis. Comprehensive legal analysis of the proposed foreign ownership structure — NWA → NUS Holdings LLC → NTP — for compliance with the Communications Act, applicable FCC rules and precedent, and relevant national security considerations, including an assessment of the ownership, citizenship, and control attributes of each entity in the chain.
(d) FCC Information Requests and Objections. Responding to any FCC information requests, petitions to deny, informal objections, or other filings by third parties in connection with the FCC Form 603 application or the Section 310(b)(4) petition, including the preparation of reply pleadings and ex parte filings as may be necessary or advisable.
(e) Committee for the Assessment of Foreign Participation. Coordination with and responses to inquiries from the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (the "Committee"), established under Executive Order 13913 (April 4, 2020), including the preparation of any mitigation proposals, national security assessments, or compliance commitments that may be required by the Committee or its constituent agencies (including the U.S. Department of Justice, the U.S. Department of Homeland Security, and the U.S. Department of Defense).
(f) Anti-Trafficking and Unjust Enrichment Analysis. Analysis of the FCC's anti-trafficking rules set forth at 47 C.F.R. § 1.2111, including an assessment of whether Ridgeline's transfer of the licenses within the applicable holding period triggers unjust enrichment payment obligations, and the preparation of any waivers or showings required in connection therewith.
(g) Buildout Compliance Assessment. Assessment of the FCC's substantial service and buildout compliance obligations associated with the fourteen Meridian Technologies-3 licenses, including review of Ridgeline's compliance history, any pending buildout milestones, and the implications of the license transfer on interim and final buildout deadlines.
(h) General FCC Regulatory Advice. Provision of general FCC regulatory advice as may reasonably be required in connection with the license transfer, including advice concerning FCC reporting obligations, spectrum leasing arrangements, and related regulatory matters that arise during the course of the transaction.
Corporate and Transactional Support
Calderwood & Harkness will provide the following corporate and transactional legal services in connection with the acquisition:
(a) Entity Formation. Preparation and filing of all documents necessary for the incorporation of Northgate Wireless Americas Inc. as a corporation organized under the laws of the State of Delaware, and the formation of Northgate US Holdings LLC as a limited liability company organized under the laws of the State of Delaware, including certificates of incorporation, certificates of formation, bylaws, limited liability company agreements, and related organizational documents.
(b) Board Resolutions and Corporate Authorizations. Preparation of resolutions of the Board of Directors of Northgate Telecommunications PLC authorizing the spectrum acquisition, the formation of the U.S. entities, and the execution and delivery of transaction documents, as well as any corresponding authorizations required from the boards or managing members of the newly formed U.S. entities.
(c) Asset Purchase Agreement. Review, drafting, and negotiation of the asset purchase agreement (the "APA") with Ridgeline and all related transaction documents, including schedules, exhibits, disclosure schedules, ancillary agreements, and closing deliverables.
(d) Escrow Arrangements. Coordination on the establishment and documentation of escrow arrangements in connection with the transaction, including review and negotiation of the escrow agreement with the designated escrow agent and related deposit and disbursement instructions.
(e) Minority Member Consents. Review and negotiation of consent letters, waivers, or other authorizations from Ridgeline's minority members — specifically, Pinnacle Growth Capital Fund II LP and Crestwood Family Office LLC — as may be required under Ridgeline's limited liability company agreement for the consummation of the license assignment and related asset sale.
Tax and Structuring
Calderwood & Harkness will provide the following tax and structuring advisory services:
(a) U.S. Tax Implications. Analysis of the U.S. federal and state tax implications of the cross-border acquisition structure, including the characterization of the license acquisition for U.S. tax purposes, the allocation of purchase price among the licenses, and the tax attributes of the proposed entity structure.
(b) FIRPTA Withholding Analysis. Analysis of the application of the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") to the license transfer, including an assessment of whether the FCC licenses constitute "United States real property interests" within the meaning of Section 897 of the Internal Revenue Code, and the determination of any applicable withholding obligations under Section 1445.
(c) Coordination with UK Tax Advisors. Coordination with Whitfield & Grainger LLP ("Whitfield & Grainger"), Northgate's independent accounting and tax advisors (engagement partner: Nigel Pemberton), on the UK tax implications of the transaction, including but not limited to controlled foreign company ("CFC") rules under Part 9A of the Taxation (International and Other Provisions) Act 2010, profit repatriation considerations, and the UK corporation tax treatment of the U.S. operations.
(d) Entity Classification and Treaty Analysis. Analysis of the entity classification of NWA and NUS Holdings for U.S. federal income tax purposes (including any check-the-box elections under Treasury Regulation § 301.7701-3), and analysis of the application of the Convention between the Government of the United States of America and the Government of the United Kingdom of Great Britain and Northern Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and on Capital Gains (the "US-UK Income Tax Treaty") to the proposed structure and ongoing operations.
Dispute-Related Work (If Applicable)
In the event that disputes arise in connection with or related to the proposed transaction, Calderwood & Harkness will provide legal analysis, negotiation support, and litigation-related advisory work, including without limitation disputes concerning: (i) the purchase price or purchase price adjustments under the APA; (ii) the exercise of termination rights under the APA; (iii) escrow deposit matters, including claims for release or forfeiture of escrowed funds; and (iv) breach of contract claims or indemnification demands arising under the APA or related transaction documents.
For the avoidance of doubt, any dispute-related work falling within this category is not subject to the Phase 1 fee cap described in Section 5 below and will be billed at the Firm's standard hourly rates.
Exclusions.  The scope of this engagement is limited to the matters described above. Calderwood & Harkness is not engaged to provide advice on (i) Northgate's general corporate matters outside this transaction; (ii) UK regulatory approvals, if any, required for the acquisition (including Ofcom-related matters); (iii) Northgate's London Stock Exchange listing obligations, Market Abuse Regulation compliance, or Disclosure Guidance and Transparency Rules reporting; or (iv) any matters unrelated to the proposed Ridgeline spectrum acquisition. Any expansion of the scope of this engagement would require a separate written agreement or an amendment to this engagement letter.
4. Engagement Team
Calderwood & Harkness has assembled the following team of attorneys to handle this engagement. Each team member has been selected for their relevant expertise and familiarity with the legal and regulatory issues presented by the proposed transaction.
Responsible Partner: Sylvia Hartwell, Partner, Tax Practice Group, New York and London offices. Ms. Hartwell will serve as the Responsible Partner for this engagement and will have overall supervisory responsibility for all aspects of the representation. Ms. Hartwell will serve as the primary point of contact for the Company's senior management on significant strategic and legal issues.
Billing Partner: Leonard Cross, Partner, Tax Practice Group, New York office. Mr. Cross will serve as the Billing Partner for this engagement and will be responsible for the management of invoicing, fee arrangements, and related billing matters. Mr. Cross will also provide substantive tax advisory services in connection with the cross-border structuring aspects of the transaction.
Lead Associate: Simone Laroche, Associate, Litigation — General, New York office. Ms. Laroche will serve as the Lead Associate on this engagement and will be responsible for the day-to-day management and coordination of the legal workstreams, drafting and review of transaction documents, and coordination with co-counsel.
Working Associate: Jeffrey Park, Associate, Litigation — General, New York office. Mr. Park will support Ms. Laroche in the execution of the engagement and will contribute to legal research, document preparation, due diligence review, and other working-level tasks.
FCC Regulatory Specialist (Of Counsel): Harold Wren, Of Counsel, Communications & Regulatory Practice Group, Washington, D.C. office (1875 K Street NW, Suite 600, Washington, DC 20006). Mr. Wren will provide specialized FCC regulatory advice and will serve as the Firm's point of coordination with Broadfield Whitaker LLP, the proposed FCC regulatory co-counsel (see Section 6 below). Mr. Wren's practice is focused on FCC licensing, spectrum transactions, and the foreign ownership provisions of the Communications Act, and he brings over twenty-five years of experience in these areas.
Additional attorneys, paralegals, legal assistants, and other support staff may be assigned to the engagement from time to time as the needs of the matter require. We will inform you of any material changes to the composition of the engagement team, including the addition of any new partners or the reassignment of supervisory responsibilities.
5. Fees and Billing Arrangements
Hourly Rate Structure
Fees for legal services rendered in connection with this engagement will be charged on an hourly basis at Calderwood & Harkness's standard rates for the professionals involved. The current hourly rates for each member of the engagement team are set forth in the Schedule of Current Hourly Rates attached hereto as Enclosure B. Based on the anticipated allocation of work among the engagement team members, we estimate a blended hourly rate of approximately $875 per hour across the engagement team.
Please note that Calderwood & Harkness's standard hourly rates are subject to annual adjustment, typically effective as of January 1 of each calendar year. We will provide advance written notice to Northgate of any rate adjustments, and the adjusted rates will apply to work performed on or after the effective date of the adjustment.
Phase 1 Fee Cap
For Phase 1 work — consisting of the FCC application, regulatory approvals, and directly related regulatory advisory work as described in Section 3 above — a fee cap of One Million Two Hundred Fifty Thousand U.S. Dollars ($1,250,000) shall apply. Under this fee cap, Calderwood & Harkness's aggregate professional fees for Phase 1 work shall not exceed $1,250,000, regardless of the number of hours expended on such work.
The following clarifications apply to the Phase 1 fee cap:
(a) The fee cap covers Calderwood & Harkness professional fees only and does not include disbursements, out-of-pocket expenses, FCC filing fees, expert or consultant costs, or co-counsel fees and disbursements (which are addressed separately in Section 6 below).
(b) The fee cap does not apply to dispute-related work as described in Section 3 above. Dispute-related work will be billed at the Firm's standard hourly rates without a fee cap or ceiling.
(c) The fee cap does not apply to Corporate and Transactional Support work or Tax and Structuring work described in Section 3, which will be billed at standard hourly rates.
(d) Should the scope of Phase 1 work materially expand beyond the parameters contemplated at the time of this engagement — for example, due to the filing of multiple petitions to deny, extended proceedings before the Committee for the Assessment of Foreign Participation, or FCC designation of the application for hearing — the parties will discuss in good faith whether an adjustment to the fee cap is warranted.
Billing Cycle.  Monthly invoices will be rendered in arrears, typically within fifteen (15) business days following the end of each calendar month. Each invoice will set forth, in reasonable detail, the legal services performed, the professional responsible for each time entry, the time expended, and the fees and disbursements incurred during the billing period. Payment is due within thirty (30) days of the date of each invoice.
Disbursements and Expenses
Out-of-pocket costs and disbursements incurred in connection with the engagement — including, without limitation, travel expenses (airfare, ground transportation, lodging, and meals), FCC filing fees, courier and delivery charges, photocopying and printing costs, electronic legal research charges (e.g., Westmark Data Systems, Sundial Solutions), court reporting fees, and other third-party charges — will be billed to Northgate at actual cost, without markup.
Interest on Late Payments
Any invoiced amounts that remain outstanding beyond the thirty (30) day payment period may be subject to a late-payment charge at the rate of one percent (1.0%) per month (twelve percent (12%) per annum), calculated on the unpaid balance from the date payment was due until the date payment is received in full. Calderwood & Harkness reserves the right to suspend work on the engagement in the event of material non-payment, subject to its obligations under applicable professional responsibility rules and after providing reasonable notice to the client.
6. Co-Counsel Arrangement — Broadfield Whitaker LLP
Given the specialized nature of the FCC regulatory proceedings involved in the proposed transaction, Calderwood & Harkness has identified and proposes to retain Broadfield Whitaker LLP ("Broadfield Whitaker"), a Washington, D.C.-based law firm with recognized expertise in FCC regulatory matters, as co-counsel on behalf of Northgate in this engagement.
Broadfield Whitaker's office is located at 1401 H Street NW, Suite 750, Washington, DC 20005. The lead Broadfield Whitaker partner assigned to this matter will be Annette Galvez, who specializes in FCC regulatory and licensing matters, including spectrum transactions, foreign ownership proceedings, and FCC enforcement matters. Ms. Galvez will be supported by Daniel Fong, a senior associate in Broadfield Whitaker's FCC practice group.
Broadfield Whitaker's responsibilities will include the following:
(a) Primary responsibility for the preparation, filing, and prosecution of FCC Form 603 (Application for Assignment of Authorization) for the transfer of the fourteen Meridian Technologies-3 licenses from Ridgeline to NWA.
(b) Primary responsibility for the preparation, filing, and prosecution of the petition for declaratory ruling under Section 310(b)(4) of the Communications Act seeking FCC approval for indirect foreign ownership of NWA by NTP.
(c) Preparation of responses to FCC information requests, letters of inquiry, petitions to deny, informal objections, and other pleadings filed with the FCC in connection with the application and petition.
(d) Coordination with Calderwood & Harkness on all FCC-related filings and strategy.
Broadfield Whitaker will report to and be supervised by Harold Wren (Of Counsel, Calderwood & Harkness, Washington, D.C. office) and Sylvia Hartwell (Partner, Calderwood & Harkness, New York office). All significant strategic decisions regarding FCC filings and regulatory proceedings will be made in consultation with, and subject to the approval of, the Calderwood & Harkness engagement team and the client.
Broadfield Whitaker's fees and disbursements will be passed through to Northgate. At the client's preference, Broadfield Whitaker's charges may be invoiced either (i) separately by Broadfield Whitaker directly to Northgate, or (ii) as a separate line item on Calderwood & Harkness's monthly invoice. Please indicate your preference when returning the executed copy of this letter.
For the avoidance of doubt, Broadfield Whitaker's fees and disbursements are not included in, and do not count against, the $1,250,000 Phase 1 fee cap described in Section 5 above. A copy of Broadfield Whitaker's firm profile and rate schedule is attached hereto as Enclosure C for your reference.
By executing this engagement letter, Northgate consents to the retention of Broadfield Whitaker LLP as co-counsel on the terms described above.
7. Conflict of Interest
Calderwood & Harkness has conducted a comprehensive conflicts check with respect to Northgate Telecommunications PLC and the parties known to be involved in or associated with the proposed transaction, including the following entities and individuals:
•  Ridgeline Wireless Holdings LLC
•  Garrett Nolan (individual member of Ridgeline)
•  Diane Chua (individual member of Ridgeline)
•  Pinnacle Growth Capital Fund II LP (institutional member of Ridgeline), including its general partner, Pinnacle Growth Capital Management LLC, and its managing director, Robert Almeda
•  Crestwood Family Office LLC (institutional member of Ridgeline), including its principal, Eleanor Crestwood
•  Related entities and individuals identified through our standard conflicts screening procedures
Based on the results of our conflicts review, no conflicts of interest have been identified that would preclude or limit Calderwood & Harkness's representation of Northgate in this engagement.
Northgate acknowledges and agrees that Calderwood & Harkness is a large, diversified law firm that represents numerous clients across a wide range of matters and industries. By executing this engagement letter, Northgate agrees that Calderwood & Harkness may continue to represent other clients, including in matters that may be adverse to Northgate or its affiliates, provided that such matters are unrelated to this engagement and do not involve the use or disclosure of confidential information obtained from Northgate in connection with this representation. This advance waiver is subject to and limited by the requirements of applicable professional responsibility rules, including the New York Rules of Professional Conduct.
Northgate agrees to promptly inform Calderwood & Harkness of any relationships, business arrangements, or other circumstances that may bear on conflicts of interest, including any changes in corporate ownership, affiliations, or strategic alliances that may arise during the course of this engagement.
8. Confidentiality and Privilege
All communications between Calderwood & Harkness and Northgate (including its officers, directors, employees, and authorized representatives), and all work product generated by Calderwood & Harkness in connection with this engagement, are intended to be protected by the attorney-client privilege and/or the work-product doctrine, to the fullest extent permitted by applicable law.
Calderwood & Harkness will maintain the confidentiality of all client information provided to the Firm in connection with this engagement, in accordance with the applicable ethical rules and regulations governing attorney conduct, including the New York Rules of Professional Conduct and any other jurisdictional rules that may apply.
In the course of this engagement, it may be necessary or desirable for Calderwood & Harkness to share certain confidential client information with third parties engaged by or on behalf of Northgate in connection with the proposed transaction, including without limitation:
•  Whitfield & Grainger LLP (Northgate's independent accounting and tax advisors; engagement partner: Nigel Pemberton);
•  Vantage Spectrum Consultants Inc. (spectrum valuation and technical consulting firm; principal consultant: Dr. Raymond Kessler); and
•  Apex Continental Insurance Ltd. (transactional insurance underwriter; underwriter: Fiona Ashworth).
Confidential information may be shared with these parties at the client's direction and under appropriate confidentiality protections, including non-disclosure agreements or common interest agreements as may be appropriate. Northgate should be aware, however, that disclosure of attorney-client privileged communications to third parties, including consultants, accountants, and insurance underwriters, may in certain circumstances result in a waiver of the attorney-client privilege with respect to such communications. Calderwood & Harkness will advise Northgate as appropriate regarding the privilege implications of any proposed disclosures and will work with the client to structure information-sharing arrangements that preserve privilege to the maximum extent practicable.
9. Document Retention
Calderwood & Harkness's standard document retention policies, as set forth in the Firm's Standard Terms of Engagement (Enclosure A), shall apply to this engagement.
Client files, documents, and work product generated in connection with this engagement will be retained by the Firm for a period of seven (7) years following the conclusion of the engagement (or such longer period as may be required by applicable law or regulation), after which time such materials may be destroyed or disposed of in accordance with the Firm's standard file destruction procedures, without further notice to the client.
Notwithstanding the foregoing, the client may request the return of original documents and client-owned materials at any time during the course of the engagement or during the retention period. Such requests should be directed in writing to the Billing Partner, Leonard Cross. Please note that certain materials generated by Calderwood & Harkness in the course of the engagement, including internal memoranda, attorney work product, and Firm administrative records, are the property of the Firm and are not subject to return.
10. Termination of Engagement
Either party may terminate this engagement at any time upon written notice to the other party. Termination shall be effective upon receipt of such written notice, subject to Calderwood & Harkness's professional obligations to protect the client's interests during any transition period.
Upon termination of the engagement, Northgate will remain responsible for the payment of all fees and disbursements incurred through the date of termination, including any outstanding invoices and any unbilled time and costs for work performed prior to the termination date.
In the event of termination, Calderwood & Harkness will take all reasonable steps to protect Northgate's interests during the transition period, including cooperating with successor counsel designated by Northgate, facilitating the orderly transfer of files and work product, and, to the extent practicable, ensuring that no deadlines or filing requirements are missed as a result of the transition. Calderwood & Harkness's obligation to cooperate with successor counsel is subject to the client's satisfaction of all outstanding financial obligations to the Firm.
11. Limitation of Liability
The standard limitation of liability provisions set forth in Calderwood & Harkness's Standard Terms of Engagement (Enclosure A) shall apply to this engagement. Without limiting the generality of those provisions, Calderwood & Harkness's aggregate liability to Northgate and its affiliates for any and all claims, losses, damages, costs, and expenses arising out of or relating to the legal services provided under this engagement — whether based in contract, tort (including negligence), breach of fiduciary duty, or any other theory of liability — shall not exceed the total amount of professional fees actually paid by Northgate to Calderwood & Harkness under this engagement letter.
This limitation of liability does not apply to claims arising from Calderwood & Harkness's willful misconduct or fraud, and is subject to the minimum requirements of applicable professional responsibility rules and regulations.
12. Governing Law and Dispute Resolution
This engagement letter, including the Standard Terms of Engagement incorporated by reference herein, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles.
Any dispute, controversy, or claim arising out of or relating to this engagement letter, the attorney-client relationship established hereby, or the legal services provided under this engagement — including any claims for breach of contract, legal malpractice, breach of fiduciary duty, or fee disputes — shall be resolved exclusively by binding arbitration in New York, New York, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with those rules. The decision of the arbitrator shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees incurred in connection with the arbitration, unless the arbitrator determines otherwise.
13. Acknowledgment and Acceptance
We respectfully request that you confirm Northgate Telecommunications PLC's agreement to the terms set forth in this engagement letter, including the co-counsel arrangement with Broadfield Whitaker LLP described in Section 6, by executing this letter in the space provided below and returning a signed copy to the undersigned. An electronic scan of the executed signature page transmitted by email shall be deemed an original for all purposes.
If you have any questions regarding the terms of this letter or any aspect of the proposed engagement, please do not hesitate to contact Sylvia Hartwell at +1 (212) 554-7142 or sylvia.hartwell@calderwoodharkness.com, or Leonard Cross at +1 (212) 554-7288 or leonard.cross@calderwoodharkness.com.
We very much appreciate the opportunity to represent Northgate Telecommunications PLC in this important transaction and look forward to a productive and successful engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Sylvia Hartwell
Title: Partner (Responsible Partner)
Date: ________
By: ________
Name: Leonard Cross
Title: Partner (Billing Partner)
Date: ________
ACKNOWLEDGED AND AGREED
The undersigned, on behalf of Northgate Telecommunications PLC, hereby confirms agreement to the terms and conditions set forth in this engagement letter, including the retention of Broadfield Whitaker LLP as co-counsel as described in Section 6 above.
NORTHGATE TELECOMMUNICATIONS PLC
By: ________
Name: Priya Dasgupta
Title: General Counsel
Date: ________
Executed: August 16, 2022
Enclosures
The following enclosures are attached to this engagement letter and are incorporated herein by reference:
Enclosure A: Calderwood & Harkness LLP Standard Terms of Engagement
Enclosure B: Schedule of Current Hourly Rates for Engagement Team Members
Enclosure C: Broadfield Whitaker LLP Firm Profile and Rate Schedule
This engagement letter and all enclosures are confidential and are intended solely for the use of Northgate Telecommunications PLC and its authorized representatives. Any unauthorized distribution, copying, or disclosure of this document is strictly prohibited.
CALDERWOOD & HARKNESS LLP | 375 Park Avenue, 40th Floor, New York, NY 10152 | (212) 554-7000

CALDERWOOD & HARKNESS LLP

VIA ELECTRONIC MAIL AND INTERNATIONAL COURIER

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED

NORTHGATE TELECOMMUNICATIONS PLC

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