CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP 299 Park Avenue, 42nd Floor New York, NY 10171

Telephone: (212) 558-4000 Facsimile: (212) 558-4001 www.calderwoodharkness.com

June 5, 2024

Via Email and Original via Overnight Courier

Elaine Whitford Senior Vice President & Group General Counsel Northgate Telecommunications PLC 600 Lexington Avenue, 38th Floor New York, NY 10022

Re: Retainer Receipt and Trust Account Confirmation Matter No.: 1022-00004

Dear Ms. Whitford:

This letter confirms our receipt of the retainer payment in the amount of $75,000.00 (Seventy-Five Thousand Dollars and No Cents) from Northgate Telecommunications PLC. The funds were received by Calderwood & Harkness LLP via wire transfer on or about June 5, 2024. This retainer was provided pursuant to the terms of the engagement letter dated June 4, 2024 (the "Engagement Letter"), executed between Calderwood & Harkness LLP and Northgate Telecommunications PLC, which governs the scope, terms, and conditions of the firm's representation. As you are aware, the Engagement Letter pertains to the firm's engagement in connection with the negotiation and drafting of the executive employment agreement for the incoming Chief Executive Officer of Northgate Telecommunications PLC, which has been assigned internal matter number 1022-00004 (the "Engagement" or the "Matter"). We appreciate the prompt remittance of these funds.

We wish to confirm that the retainer of $75,000.00 has been deposited into the Calderwood & Harkness LLP client trust account, which is maintained as an Interest on Lawyer Account ("IOLA") in full compliance with the rules and regulations of the New York State courts, including Part 1200 of the Joint Rules of the Appellate Divisions, and the New York Rules of Professional Conduct, Rule 1.15. The trust account is held at Greystone National Bank, New York, New York, and is an attorney trust account specifically designated for the holding and safeguarding of client funds. In accordance with our obligations under applicable trust account rules, the retainer funds will be held separately from the operating funds of Calderwood & Harkness LLP at all times and will not be commingled with any firm funds or the funds of any other client of the firm. Any interest earned on the IOLA account is remitted to the Lawyers' Fund for Client Protection of the State of New York, as required by law.

As set forth in Section 5(c) of the Engagement Letter dated June 4, 2024, the retainer of $75,000.00 shall be applied as a credit against the final invoice rendered by Calderwood & Harkness LLP upon the conclusion of Engagement 1022-00004. To be clear, the retainer will not be applied to interim monthly invoices issued during the pendency of the Engagement. All interim invoices will be billed and will be payable in accordance with the monthly billing cycle and payment terms set forth in the Engagement Letter. In the event that the retainer exceeds the amount of the final invoice upon conclusion of the Engagement, the unused balance of the retainer will be refunded promptly to Northgate Telecommunications PLC. Conversely, in the event that the final invoice exceeds the retainer amount, the remaining balance will be payable by Northgate Telecommunications PLC in accordance with the payment terms of the Engagement Letter.

For the record, and as a convenience cross-reference to the Engagement Letter, the hourly fee arrangement applicable to this Engagement is as follows:

Invoices for professional services rendered will be prepared and transmitted on a monthly basis, with payment due within thirty (30) days from the date of each invoice. All invoices will include reasonably detailed descriptions of services performed, the timekeeper responsible, and the time expended. We also wish to note that the retainer of $75,000.00 does not constitute a cap, ceiling, or estimate of the total fees and expenses that may be incurred in connection with this Engagement. Fees will be billed at the hourly rates set forth above for professional services actually rendered, and out-of-pocket expenses and disbursements will be invoiced separately in accordance with the terms of the Engagement Letter.

We also wish to briefly confirm the scope of the Engagement. Calderwood & Harkness LLP has been retained by Northgate Telecommunications PLC to represent the company in connection with the negotiation and drafting of the executive employment agreement for Marcus Elliot Harding as incoming Chief Executive Officer, including all related advisory work on change in control provisions, restrictive covenant matters (including non-competition, non-solicitation, and confidentiality provisions), analysis under Internal Revenue Code Section 280G and related "parachute payment" considerations, and coordination with Moorfield Bates LLP, which serves as UK employment counsel to Northgate Telecommunications PLC, on cross-border structuring and related issues arising from Mr. Harding's dual-jurisdiction responsibilities. A detailed Scope of Engagement Memorandum is being delivered to you separately, under cover of a letter of even date herewith (June 5, 2024), for a comprehensive description of the scope of services to be provided, the allocation of responsibilities among the engagement team, and the anticipated milestones for the Matter.

Should you have any questions regarding the retainer, the client trust account, billing arrangements, or any other aspect of this Engagement, please do not hesitate to contact me directly or to reach Bernard Crawford, who serves as the billing partner for this Matter. I can be reached at the address above, or by the following direct contact information:

Renata Vasquez Partner, Labor & Employment Calderwood & Harkness LLP 299 Park Avenue, 42nd Floor New York, NY 10171 Direct Telephone: (212) 558-4127 Direct Facsimile: (212) 558-4128

Email: rvasquez@calderwoodharkness.com

We very much appreciate the confidence that Northgate Telecommunications PLC has placed in Calderwood & Harkness LLP by entrusting us with this important engagement. We look forward to working with you, your legal team, and your colleagues on this Matter, and we are committed to providing the highest quality of legal service throughout the course of the representation.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Renata Vasquez Partner, Labor & Employment

Enclosure: Copy of wire transfer confirmation

cc: Bernard Crawford, Partner, Calderwood & Harkness LLP (billing partner) James Underwood, Associate, Calderwood & Harkness LLP (lead associate, for file)

Timekeeper	Title	Hourly Rate
Renata Vasquez	Partner	$1,650.00
Bernard Crawford	Partner	$1,575.00
James Underwood	Associate	$895.00
Devon Archer	Associate	$725.00

CALDERWOOD & HARKNESS LLP Attorneys at Law
CALDERWOOD & HARKNESS LLP 299 Park Avenue, 42nd Floor New York, NY 10171
Telephone: (212) 558-4000 Facsimile: (212) 558-4001 www.calderwoodharkness.com
June 5, 2024
Via Email and Original via Overnight Courier
Elaine Whitford Senior Vice President & Group General Counsel Northgate Telecommunications PLC 600 Lexington Avenue, 38th Floor New York, NY 10022
Re: Retainer Receipt and Trust Account Confirmation Matter No.: 1022-00004
Dear Ms. Whitford:
This letter confirms our receipt of the retainer payment in the amount of $75,000.00 (Seventy-Five Thousand Dollars and No Cents) from Northgate Telecommunications PLC. The funds were received by Calderwood & Harkness LLP via wire transfer on or about June 5, 2024. This retainer was provided pursuant to the terms of the engagement letter dated June 4, 2024 (the "Engagement Letter"), executed between Calderwood & Harkness LLP and Northgate Telecommunications PLC, which governs the scope, terms, and conditions of the firm's representation. As you are aware, the Engagement Letter pertains to the firm's engagement in connection with the negotiation and drafting of the executive employment agreement for the incoming Chief Executive Officer of Northgate Telecommunications PLC, which has been assigned internal matter number 1022-00004 (the "Engagement" or the "Matter"). We appreciate the prompt remittance of these funds.
We wish to confirm that the retainer of $75,000.00 has been deposited into the Calderwood & Harkness LLP client trust account, which is maintained as an Interest on Lawyer Account ("IOLA") in full compliance with the rules and regulations of the New York State courts, including Part 1200 of the Joint Rules of the Appellate Divisions, and the New York Rules of Professional Conduct, Rule 1.15. The trust account is held at Greystone National Bank, New York, New York, and is an attorney trust account specifically designated for the holding and safeguarding of client funds. In accordance with our obligations under applicable trust account rules, the retainer funds will be held separately from the operating funds of Calderwood & Harkness LLP at all times and will not be commingled with any firm funds or the funds of any other client of the firm. Any interest earned on the IOLA account is remitted to the Lawyers' Fund for Client Protection of the State of New York, as required by law.
As set forth in Section 5(c) of the Engagement Letter dated June 4, 2024, the retainer of $75,000.00 shall be applied as a credit against the final invoice rendered by Calderwood & Harkness LLP upon the conclusion of Engagement 1022-00004. To be clear, the retainer will not be applied to interim monthly invoices issued during the pendency of the Engagement. All interim invoices will be billed and will be payable in accordance with the monthly billing cycle and payment terms set forth in the Engagement Letter. In the event that the retainer exceeds the amount of the final invoice upon conclusion of the Engagement, the unused balance of the retainer will be refunded promptly to Northgate Telecommunications PLC. Conversely, in the event that the final invoice exceeds the retainer amount, the remaining balance will be payable by Northgate Telecommunications PLC in accordance with the payment terms of the Engagement Letter.
For the record, and as a convenience cross-reference to the Engagement Letter, the hourly fee arrangement applicable to this Engagement is as follows:
Invoices for professional services rendered will be prepared and transmitted on a monthly basis, with payment due within thirty (30) days from the date of each invoice. All invoices will include reasonably detailed descriptions of services performed, the timekeeper responsible, and the time expended. We also wish to note that the retainer of $75,000.00 does not constitute a cap, ceiling, or estimate of the total fees and expenses that may be incurred in connection with this Engagement. Fees will be billed at the hourly rates set forth above for professional services actually rendered, and out-of-pocket expenses and disbursements will be invoiced separately in accordance with the terms of the Engagement Letter.
We also wish to briefly confirm the scope of the Engagement. Calderwood & Harkness LLP has been retained by Northgate Telecommunications PLC to represent the company in connection with the negotiation and drafting of the executive employment agreement for Marcus Elliot Harding as incoming Chief Executive Officer, including all related advisory work on change in control provisions, restrictive covenant matters (including non-competition, non-solicitation, and confidentiality provisions), analysis under Internal Revenue Code Section 280G and related "parachute payment" considerations, and coordination with Moorfield Bates LLP, which serves as UK employment counsel to Northgate Telecommunications PLC, on cross-border structuring and related issues arising from Mr. Harding's dual-jurisdiction responsibilities. A detailed Scope of Engagement Memorandum is being delivered to you separately, under cover of a letter of even date herewith (June 5, 2024), for a comprehensive description of the scope of services to be provided, the allocation of responsibilities among the engagement team, and the anticipated milestones for the Matter.
Should you have any questions regarding the retainer, the client trust account, billing arrangements, or any other aspect of this Engagement, please do not hesitate to contact me directly or to reach Bernard Crawford, who serves as the billing partner for this Matter. I can be reached at the address above, or by the following direct contact information:
Renata Vasquez Partner, Labor & Employment Calderwood & Harkness LLP 299 Park Avenue, 42nd Floor New York, NY 10171 Direct Telephone: (212) 558-4127 Direct Facsimile: (212) 558-4128
Email: rvasquez@calderwoodharkness.com
We very much appreciate the confidence that Northgate Telecommunications PLC has placed in Calderwood & Harkness LLP by entrusting us with this important engagement. We look forward to working with you, your legal team, and your colleagues on this Matter, and we are committed to providing the highest quality of legal service throughout the course of the representation.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Renata Vasquez Partner, Labor & Employment
Enclosure: Copy of wire transfer confirmation
cc: Bernard Crawford, Partner, Calderwood & Harkness LLP (billing partner) James Underwood, Associate, Calderwood & Harkness LLP (lead associate, for file)
Timekeeper | Title | Hourly Rate
Renata Vasquez | Partner | $1,650.00
Bernard Crawford | Partner | $1,575.00
James Underwood | Associate | $895.00
Devon Archer | Associate | $725.00

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts