1022-00008 · Northgate Telecommunications PLC · Pre-Engagement & Internal

engagement-letter-northgate.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

March 14, 2023

Mr. Marcus Harcourt General Counsel Northgate Telecommunications PLC 45 Threadneedle Court London EC2R 8AH United Kingdom

Re: Engagement of Calderwood & Harkness LLP — Negotiation of Master Services Agreement with Cedarpoint Systems Integration, Inc.

Matter Number: 1022-00008

Dear Mr. Harcourt:

Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," or "we") is pleased to confirm our engagement by Northgate Telecommunications PLC ("Northgate" or "NTP") in connection with the negotiation, drafting, and finalization of a Master Services Agreement (the "MSA") with Cedarpoint Systems Integration, Inc. ("Cedarpoint" or "CSI"), a Delaware corporation headquartered in Reston, Virginia. We appreciate the confidence you and the Northgate leadership team have placed in our Firm, and we are committed to providing the highest quality legal services in connection with this important transaction.

This letter (the "Engagement Letter") sets forth the terms and conditions of the attorney-client relationship between Calderwood & Harkness LLP and Northgate Telecommunications PLC. We ask that you review the terms carefully and, if they are acceptable, countersign and return a copy of this letter to confirm your acceptance. Unless otherwise agreed in writing, the terms set forth herein shall govern our representation of Northgate in connection with this matter.

1. Scope of Representation

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

The MSA is expected to cover, among other things, (a) managed network services to be provided by Cedarpoint across Northgate's North American operations, encompassing approximately 340 enterprise locations situated in 28 United States states and 3 Canadian provinces; (b) licensing of Cedarpoint's proprietary ArcMesh network management and orchestration platform, including related software, documentation, and updates; and (c) related professional services, including implementation, migration, training, and ongoing support. Based on the preliminary commercial terms currently under discussion between the parties, the anticipated total contract value of the MSA is approximately Seventy-Five Million United States Dollars ($75,000,000) over a five-year initial term.

Given the scope and complexity of the proposed transaction, the Firm anticipates that the following key negotiation areas will require particular attention during the course of our representation:

(a) Most Favored Nation Pricing Provisions. Negotiation and drafting of pricing protections to ensure that Northgate receives pricing treatment no less favorable than that offered by Cedarpoint to similarly situated customers for comparable services and license grants;

(b) Indemnification Obligations and Liability Caps. Structuring of mutual and asymmetric indemnification obligations, including the establishment of appropriate caps on direct and indirect liability exposure, and carve-outs for breaches of confidentiality, intellectual property infringement, and willful misconduct;

(c) Change of Control and Assignment Restrictions. Analysis and negotiation of provisions addressing the impact of a change in control of either party on the MSA, with particular focus on Cedarpoint's current ownership structure, including majority equity ownership by Ridgeline Capital Partners, LP, a Delaware limited partnership. We understand that Northgate's board has expressed concern regarding the potential for a portfolio disposition or secondary sale of Cedarpoint by Ridgeline Capital Partners during the term of the MSA, and we will seek appropriate protections on this point;

(d) Service Level Agreements. Drafting and negotiation of detailed service level agreements specifying performance metrics, availability targets, response and resolution times, escalation procedures, and financial remedies (including service credits and termination rights) in the event of failure to meet agreed-upon service levels;

(e) intellectual Property Licensing Terms. Structuring of the license grant for the ArcMesh platform, including scope of use, restrictions, sublicensing rights, audit provisions, and treatment of derivative works, customizations, and improvements developed during the engagement;

(f) Data Security Requirements. Negotiation of data protection and information security obligations, including compliance with applicable data privacy laws and regulations (including, without limitation, the General Data Protection Regulation, the California Consumer Privacy Act, and applicable Canadian privacy legislation), data breach notification protocols, and security audit rights;

(g) Escrow and Transition Provisions. Establishment of source code and technology escrow arrangements to protect Northgate's interests in the event of Cedarpoint's insolvency, material breach, or discontinuation of the ArcMesh platform, as well as comprehensive transition and disengagement provisions to ensure continuity of service upon expiration or termination of the MSA;

(h) Insurance Requirements. Specification of minimum insurance coverage to be maintained by Cedarpoint during the term of the MSA, including professional liability (errors and omissions), cyber liability, commercial general liability, and workers' compensation insurance, with Northgate named as an additional insured where appropriate; and

(i) General Commercial and Boilerplate Terms. Drafting and negotiation of customary provisions including, without limitation, term and renewal, termination for cause and convenience, force majeure, dispute resolution, governing law, notices, and audit and inspection rights.

The MSA is expected to be governed by the laws of the State of New York, without regard to conflicts of law principles.

The scope of our representation also includes the negotiation and preparation of ancillary agreements as may be reasonably required in connection with the MSA transaction, including, by way of example, escrow agreements, transition services arrangements, non-disclosure agreements, business associate agreements, and statements of work, to the extent such instruments are reasonably necessary to effectuate the parties' intent under the MSA.

Exclusions from Scope. The scope of this engagement expressly excludes (a) any regulatory filings with governmental or self-regulatory authorities, (b) the preparation of tax returns or tax compliance filings, (c) litigation, arbitration, or other dispute resolution proceedings, and (d) any legal matters not directly related to the negotiation, drafting, and finalization of the MSA transaction and its ancillary agreements. Any expansion of the scope of this engagement to include additional matters must be separately agreed upon in writing by both parties, and may be subject to additional conflicts review, staffing considerations, and fee arrangements.

2. Client Identification

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

Northgate Americas, Inc., as the anticipated United States contracting party under the MSA, may be added as a client for purposes of this matter as necessary and appropriate, and our representation of Northgate Americas, Inc. in that capacity shall be governed by the terms of this Engagement Letter unless otherwise agreed in writing.

It is expressly understood and agreed that this engagement does not create an attorney-client relationship between Calderwood & Harkness and any other affiliate, subsidiary, parent company, joint venture partner, officer, director, shareholder, or employee of Northgate, unless such relationship is expressly agreed to in a separate writing executed by an authorized representative of the Firm and the relevant entity or individual. Nothing in this Engagement Letter shall be construed to extend the Firm's duties, obligations, or privileges to any entity or person other than the identified client or clients.

3. Engagement Team

Calderwood & Harkness has assembled a cross-practice engagement team with the expertise and experience necessary to address the diverse legal issues anticipated in connection with this transaction. The members of the engagement team, and their respective roles, are as follows:

Responsible Partner: Colette Whitman Bankruptcy & Restructuring Group; Cross-Practice Client Relationship Partner for Northgate Ms. Whitman will provide overall engagement oversight, client relationship management, and strategic direction for the representation. As the Firm's designated client relationship partner for Northgate, Ms. Whitman will serve as the primary point of contact for the client on all matters relating to the engagement and will be responsible for ensuring that the Firm's resources are deployed effectively to meet the client's objectives and timeline.

Billing Partner: Elaine Forsythe Antitrust & Competition Group Ms. Forsythe will provide billing oversight, rate management, and administration of the fee arrangements set forth in this Engagement Letter. Inquiries regarding invoices, billing adjustments, or fee-related matters should be directed to Ms. Forsythe.

Lead Associate: Christy Bauer intellectual Property Group Ms. Bauer will serve as the primary drafter and negotiator of the MSA, including all provisions relating to intellectual property licensing, technology, data, and commercial terms. Ms. Bauer will handle day-to-day communications with the client, coordinate with opposing counsel (Whitfield Graves & Morrow LLP), and manage the drafting and markup process. Ms. Bauer brings significant experience in complex technology transactions, including managed services agreements, platform licensing, and multi-site deployment arrangements.

Working Associate: Garrett Simmons Tax Group Mr. Simmons will provide tax structuring advice in connection with the MSA, including analysis of withholding tax obligations, value-added tax and sales tax considerations, transfer pricing implications, and cross-border structuring of service fees between the Northgate Entities and Cedarpoint. Mr. Simmons's involvement will be focused on specific tax-related issues as they arise during the negotiation process.

Additional attorneys, paralegals, legal assistants, or other staff may be assigned to work on this matter from time to time as needed to ensure efficient and effective representation. The client will be notified of any material changes to the composition of the engagement team, including any change in the Responsible Partner or Lead Associate.

As noted above, Colette Whitman will serve as the primary point of contact for the client on all strategic and relationship matters. Day-to-day communications, including drafting, negotiation updates, and coordination with opposing counsel, will be handled by Christy Bauer. Both Ms. Whitman and Ms. Bauer are available to participate in calls, meetings, and in-person sessions with the Northgate team as the transaction requires.

4. Billing Rates and Fee Arrangements

Work performed in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for the professionals assigned to this matter. Time is recorded in increments of one-tenth (0.1) of an hour.

The current standard hourly rates for the members of the engagement team are as follows:

The rates set forth above are the Firm's standard rates currently in effect and are consistent with the rates applied to comparable matters for institutional clients. Rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. The client will be notified in writing in advance of any changes to the rates applicable to this engagement, and any adjusted rates will apply only to time recorded on or after the effective date of the adjustment.

In the event that attorneys or other professionals not listed above are assigned to this matter, their time will be billed at the Firm's then-current standard hourly rate for such individuals, and the client will be advised of the applicable rate.

In addition to professional fees, the Firm reserves the right to charge the client for reasonable out-of-pocket expenses and disbursements incurred in connection with the engagement. Such expenses may include, without limitation, the following:

(a) Travel expenses (airfare, lodging, ground transportation, and meals) incurred by Firm personnel in connection with travel reasonably required for the engagement, including travel to Northgate's offices, Cedarpoint's offices, or other locations as necessary for negotiations, due diligence, or closings;

(b) Filing fees, recording fees, and similar governmental charges;

(d) Document reproduction, printing, and scanning costs;

(e) Costs incurred for third-party vendors, including outside experts, consultants, translators, or other specialists retained with the client's prior approval;

(f) Computerized legal research charges; and

(g) Any other out-of-pocket costs reasonably incurred in connection with the provision of legal services under this engagement.

All expenses and disbursements will be itemized on the Firm's invoices. The Firm will seek prior client approval before incurring any single expense item in excess of Five Thousand United States Dollars ($5,000).

5. Billing and Payment Terms

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

All invoices will reference Matter Number 1022-00008 for purposes of identification and tracking.

Invoices are due and payable within thirty (30) days of the invoice date. Payment shall be made in United States Dollars by wire transfer to the Firm's designated client trust or operating account, as specified on the invoice, or by such other means as may be agreed upon by the parties.

Invoices will be directed to:

Mr. Marcus Harcourt General Counsel Northgate Telecommunications PLC 45 Threadneedle Court London EC2R 8AH United Kingdom

Email: m.harcourt@northgatetelecom.co.uk

or to such other person or address as the client may designate in writing from time to time.

The Firm may, with the client's consent, arrange for electronic billing in accordance with the client's preferred billing guidelines, outside counsel guidelines, or e-billing platform requirements. Should the client utilize an electronic billing system, the Firm will make commercially reasonable efforts to comply with the client's billing format and submission requirements, and the parties will cooperate in good faith to resolve any billing discrepancies or rejected line items in a timely manner.

In the event that any invoice remains unpaid for more than sixty (60) days past the invoice date, the Firm reserves the right to assess interest on the outstanding balance at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. The Firm further reserves the right to suspend work on the engagement in the event of a material payment default, subject to the Firm's obligations under applicable rules of professional conduct.

6. Conflicts of Interest

Prior to accepting this engagement, Calderwood & Harkness conducted a comprehensive conflicts of interest check in accordance with the Firm's standard procedures and the applicable rules of professional conduct. The conflicts check covered the following parties and their known affiliates, principals, and counsel:

(a) Northgate Telecommunications PLC;

(b) Northgate Americas, Inc.;

(d) Ridgeline Capital Partners, LP (identified as Cedarpoint's majority equity holder);

(e) The respective principals, directors, and officers of each of the foregoing entities, to the extent reasonably identifiable through publicly available information and the Firm's internal records; and

(f) Whitfield Graves & Morrow LLP (identified as Cedarpoint's outside counsel for purposes of the MSA transaction).

Based on the conflicts check completed as of March 14, 2023, no disqualifying conflicts of interest have been identified that would preclude the Firm from accepting and undertaking this engagement. The Firm is not currently representing Cedarpoint Systems Integration, Inc. or Ridgeline Capital Partners, LP in any matter.

The client acknowledges, however, that Calderwood & Harkness is a large, full-service international law firm with offices in multiple jurisdictions, and that the Firm currently represents, and may in the future represent, other clients whose interests may differ from those of Northgate in matters that are wholly unrelated to this engagement. By executing this Engagement Letter, the client acknowledges and consents to such representations, provided that (i) the matters are not substantially related to the subject matter of this engagement, and (ii) the representations do not involve the assertion of a claim or position directly adverse to Northgate Telecommunications PLC or Northgate Americas, Inc. in connection with the MSA transaction or any matter arising therefrom.

If a conflict of interest arises during the course of this engagement that the Firm believes may affect its ability to continue the representation, the Firm will promptly notify the client and take appropriate steps in accordance with the applicable rules of professional conduct, which may include seeking the client's informed written consent to continue the representation or, if consent is not obtainable or appropriate, withdrawing from the engagement.

7. Confidentiality and Privilege

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

The Firm will maintain the confidentiality of all information received from the client, or obtained on the client's behalf, in connection with this engagement, subject to the Firm's applicable legal and ethical obligations. Confidential client information will not be disclosed to third parties without the client's prior consent, except as may be required by law, court order, or applicable rules of professional conduct.

The client acknowledges that the Firm may be required to disclose certain information in limited circumstances, including pursuant to a valid court order or subpoena, a regulatory requirement or inquiry, or the applicable rules of professional conduct governing the Firm's attorneys. In the event that the Firm receives a request or demand for the disclosure of client information, the Firm will, to the extent permitted by law and practicable under the circumstances, promptly notify the client and provide the client with a reasonable opportunity to seek protective relief before making any disclosure.

The client further acknowledges that the maintenance of privilege and confidentiality is a shared responsibility, and agrees to take reasonable steps to preserve the privileged and confidential nature of communications with the Firm, including limiting the internal distribution of privileged communications to those individuals with a need to know and marking privileged documents as such.

8. Document Retention

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

Upon conclusion of the engagement, the Firm will, upon the client's written request, return to the client all original documents provided by the client to the Firm in connection with the engagement. The Firm may retain copies of such documents, as well as copies of work product, correspondence, and other materials generated by the Firm during the engagement, for its records and in accordance with its document retention policies.

Files and materials that are not retrieved by the client within a reasonable period following the conclusion of the engagement and notice to the client may be destroyed by the Firm in accordance with its standard document retention and destruction policies, following reasonable prior written notice to the client. The client acknowledges that the Firm shall have no liability for the destruction of files in accordance with this provision, provided that the Firm has given reasonable notice as described herein.

9. Termination of Engagement

Either party may terminate this engagement at any time upon written notice to the other party. No reason for termination need be stated, though the parties agree to communicate in good faith regarding any concerns that may arise during the course of the representation.

Upon termination of the engagement by either party, the client will remain responsible for the payment of all fees and expenses properly incurred by the Firm through the effective date of termination. The Firm will render a final invoice for such fees and expenses promptly following termination, and such invoice shall be due and payable in accordance with the payment terms set forth in Section 5 of this Engagement Letter.

In the event of termination, the Firm will take reasonable steps to protect the client's interests, including cooperating in the orderly transition of the matter to successor counsel designated by the client. The Firm will, upon request and subject to applicable law and the Firm's retention of copies for its records, deliver to the client or its successor counsel all files, documents, and materials relating to the engagement.

The Firm reserves the right to withdraw from the representation at any time in accordance with the applicable rules of professional conduct, including, without limitation, in circumstances where (a) the client fails to pay invoices when due and such failure is not cured within a reasonable time following written notice; (b) the client fails to cooperate with the Firm or follow the Firm's advice on material matters relating to the engagement; (c) continuation of the representation would result in a violation of the applicable rules of professional conduct or other applicable law; or (d) other good cause exists as recognized under the applicable rules of professional conduct.

10. Limitation of Liability

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

In no event shall Calderwood & Harkness be liable to the client for any consequential, indirect, incidental, special, or punitive damages of any kind, including, without limitation, lost profits, loss of business opportunity, loss of data, or diminution in value, arising out of or in connection with this engagement, regardless of whether such damages were foreseeable or whether the Firm has been advised of the possibility of such damages. The foregoing limitation shall not apply to the extent prohibited by applicable law or the applicable rules of professional conduct governing the Firm's attorneys.

The client acknowledges that the limitations set forth in this Section 10 are reasonable in light of the nature and scope of the engagement, the fees to be charged, and the allocation of risk between the parties.

11. Governing Law and Dispute Resolution

This Engagement Letter and the attorney-client relationship established hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, the engagement, or the attorney-client relationship between the parties shall be resolved by binding arbitration administered by JAMS in New York, New York, in accordance with its then-current Comprehensive Arbitration Rules and Procedures, before a single arbitrator mutually agreed upon by the parties or, failing agreement within thirty (30) days of the initiation of the arbitration, selected by JAMS. The arbitrator's award shall be final, binding, and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek interim or provisional relief from a court of competent jurisdiction located in the Borough of Manhattan, City of New York, as may be necessary to preserve the status quo or prevent irreparable harm pending the outcome of the arbitration. To the extent that arbitration is not required or enforceable with respect to any particular dispute, each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in the County of New York, State of New York.

12. Entire Agreement and Amendments

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

No modification, amendment, supplement, or waiver of any provision of this Engagement Letter shall be effective unless set forth in a writing signed by an authorized representative of each of Calderwood & Harkness LLP and Northgate Telecommunications PLC. No waiver of any breach or default under this Engagement Letter shall constitute a waiver of any subsequent breach or default or of any other provision hereof.

If any provision of this Engagement Letter is found to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent.

We are grateful for the opportunity to serve as counsel to Northgate Telecommunications PLC in connection with this significant transaction. We are confident that the engagement team assembled for this matter has the depth and breadth of expertise to deliver exceptional results as we negotiate the MSA with Cedarpoint. We look forward to working with you and the broader Northgate team on this important transaction.

If the foregoing terms are acceptable to you, please indicate your agreement by countersigning this Engagement Letter in the space provided below and returning one fully executed copy to the undersigned. A copy is enclosed for your records. This Engagement Letter will become effective upon receipt by the Firm of the executed copy.

Please do not hesitate to contact Colette Whitman at (212) 554-7150 or cwhitman@calderwoodharkness.com, or Christy Bauer at (212) 554-7324 or cbauer@calderwoodharkness.com, should you have any questions regarding this letter or the engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Colette Whitman

Title: Partner

Date: ________

By: ________

Name: Elaine Forsythe

Title: Partner

Date: ________

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned, on behalf of Northgate Telecommunications PLC, hereby acknowledges receipt of this Engagement Letter, confirms that the undersigned has reviewed the terms and conditions set forth herein, and accepts and agrees to such terms and conditions on behalf of Northgate Telecommunications PLC. The undersigned represents and warrants that he or she is duly authorized to execute this Engagement Letter on behalf of Northgate Telecommunications PLC and to bind Northgate Telecommunications PLC to the terms hereof.

NORTHGATE TELECOMMUNICATIONS PLC

By: ________

Name: Marcus Harcourt

Title: General Counsel

Date: ________

Enclosures:

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

2. Conflicts Check Confirmation Memorandum, dated March 14, 2023 (Matter No. 1022-00008)

cc: Colette Whitman, Partner, Calderwood & Harkness LLP Elaine Forsythe, Partner, Calderwood & Harkness LLP Christy Bauer, Senior Associate, Calderwood & Harkness LLP Garrett Simmons, Associate, Calderwood & Harkness LLP Engagement Records — Matter No. 1022-00008

Professional	Position	Rate (USD/Hour)
Colette Whitman	Partner	$1,250
Elaine Forsythe	Partner	$1,200
Christy Bauer	Senior Associate / Lead Associate	$850
Garrett Simmons	Associate	$650
Paralegals / Legal Assistants	Support Staff	$350

CALDERWOOD & HARKNESS LLP Attorneys at Law
600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
March 14, 2023
Mr. Marcus Harcourt General Counsel Northgate Telecommunications PLC 45 Threadneedle Court London EC2R 8AH United Kingdom
Re: Engagement of Calderwood & Harkness LLP — Negotiation of Master Services Agreement with Cedarpoint Systems Integration, Inc.
Matter Number: 1022-00008
Dear Mr. Harcourt:
Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," or "we") is pleased to confirm our engagement by Northgate Telecommunications PLC ("Northgate" or "NTP") in connection with the negotiation, drafting, and finalization of a Master Services Agreement (the "MSA") with Cedarpoint Systems Integration, Inc. ("Cedarpoint" or "CSI"), a Delaware corporation headquartered in Reston, Virginia. We appreciate the confidence you and the Northgate leadership team have placed in our Firm, and we are committed to providing the highest quality legal services in connection with this important transaction.
This letter (the "Engagement Letter") sets forth the terms and conditions of the attorney-client relationship between Calderwood & Harkness LLP and Northgate Telecommunications PLC. We ask that you review the terms carefully and, if they are acceptable, countersign and return a copy of this letter to confirm your acceptance. Unless otherwise agreed in writing, the terms set forth herein shall govern our representation of Northgate in connection with this matter.
1. Scope of Representation
Calderwood & Harkness will represent Northgate and its wholly owned subsidiary, Northgate Americas, Inc. (the anticipated United States contracting entity, a Delaware corporation with its principal office located at 1700 Market Street, Suite 2400, Philadelphia, Pennsylvania 19103) (collectively, the "Northgate Entities"), in the negotiation, drafting, and execution of a managed-network Master Services Agreement with Cedarpoint Systems Integration, Inc.
The MSA is expected to cover, among other things, (a) managed network services to be provided by Cedarpoint across Northgate's North American operations, encompassing approximately 340 enterprise locations situated in 28 United States states and 3 Canadian provinces; (b) licensing of Cedarpoint's proprietary ArcMesh network management and orchestration platform, including related software, documentation, and updates; and (c) related professional services, including implementation, migration, training, and ongoing support. Based on the preliminary commercial terms currently under discussion between the parties, the anticipated total contract value of the MSA is approximately Seventy-Five Million United States Dollars ($75,000,000) over a five-year initial term.
Given the scope and complexity of the proposed transaction, the Firm anticipates that the following key negotiation areas will require particular attention during the course of our representation:
(a) Most Favored Nation Pricing Provisions. Negotiation and drafting of pricing protections to ensure that Northgate receives pricing treatment no less favorable than that offered by Cedarpoint to similarly situated customers for comparable services and license grants;
(b) Indemnification Obligations and Liability Caps. Structuring of mutual and asymmetric indemnification obligations, including the establishment of appropriate caps on direct and indirect liability exposure, and carve-outs for breaches of confidentiality, intellectual property infringement, and willful misconduct;
(c) Change of Control and Assignment Restrictions. Analysis and negotiation of provisions addressing the impact of a change in control of either party on the MSA, with particular focus on Cedarpoint's current ownership structure, including majority equity ownership by Ridgeline Capital Partners, LP, a Delaware limited partnership. We understand that Northgate's board has expressed concern regarding the potential for a portfolio disposition or secondary sale of Cedarpoint by Ridgeline Capital Partners during the term of the MSA, and we will seek appropriate protections on this point;
(d) Service Level Agreements. Drafting and negotiation of detailed service level agreements specifying performance metrics, availability targets, response and resolution times, escalation procedures, and financial remedies (including service credits and termination rights) in the event of failure to meet agreed-upon service levels;
(e) intellectual Property Licensing Terms. Structuring of the license grant for the ArcMesh platform, including scope of use, restrictions, sublicensing rights, audit provisions, and treatment of derivative works, customizations, and improvements developed during the engagement;
(f) Data Security Requirements. Negotiation of data protection and information security obligations, including compliance with applicable data privacy laws and regulations (including, without limitation, the General Data Protection Regulation, the California Consumer Privacy Act, and applicable Canadian privacy legislation), data breach notification protocols, and security audit rights;
(g) Escrow and Transition Provisions. Establishment of source code and technology escrow arrangements to protect Northgate's interests in the event of Cedarpoint's insolvency, material breach, or discontinuation of the ArcMesh platform, as well as comprehensive transition and disengagement provisions to ensure continuity of service upon expiration or termination of the MSA;
(h) Insurance Requirements. Specification of minimum insurance coverage to be maintained by Cedarpoint during the term of the MSA, including professional liability (errors and omissions), cyber liability, commercial general liability, and workers' compensation insurance, with Northgate named as an additional insured where appropriate; and
(i) General Commercial and Boilerplate Terms. Drafting and negotiation of customary provisions including, without limitation, term and renewal, termination for cause and convenience, force majeure, dispute resolution, governing law, notices, and audit and inspection rights.
The MSA is expected to be governed by the laws of the State of New York, without regard to conflicts of law principles.
The scope of our representation also includes the negotiation and preparation of ancillary agreements as may be reasonably required in connection with the MSA transaction, including, by way of example, escrow agreements, transition services arrangements, non-disclosure agreements, business associate agreements, and statements of work, to the extent such instruments are reasonably necessary to effectuate the parties' intent under the MSA.
Exclusions from Scope. The scope of this engagement expressly excludes (a) any regulatory filings with governmental or self-regulatory authorities, (b) the preparation of tax returns or tax compliance filings, (c) litigation, arbitration, or other dispute resolution proceedings, and (d) any legal matters not directly related to the negotiation, drafting, and finalization of the MSA transaction and its ancillary agreements. Any expansion of the scope of this engagement to include additional matters must be separately agreed upon in writing by both parties, and may be subject to additional conflicts review, staffing considerations, and fee arrangements.
2. Client Identification
The client for purposes of this engagement is Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales, listed on the London Stock Exchange under the ticker symbol NTP.L (LEI: 549300X8VFPQ4ZN7H312). All duties of loyalty, confidentiality, and professional responsibility owed by Calderwood & Harkness in connection with this engagement run to Northgate Telecommunications PLC.
Northgate Americas, Inc., as the anticipated United States contracting party under the MSA, may be added as a client for purposes of this matter as necessary and appropriate, and our representation of Northgate Americas, Inc. in that capacity shall be governed by the terms of this Engagement Letter unless otherwise agreed in writing.
It is expressly understood and agreed that this engagement does not create an attorney-client relationship between Calderwood & Harkness and any other affiliate, subsidiary, parent company, joint venture partner, officer, director, shareholder, or employee of Northgate, unless such relationship is expressly agreed to in a separate writing executed by an authorized representative of the Firm and the relevant entity or individual. Nothing in this Engagement Letter shall be construed to extend the Firm's duties, obligations, or privileges to any entity or person other than the identified client or clients.
3. Engagement Team
Calderwood & Harkness has assembled a cross-practice engagement team with the expertise and experience necessary to address the diverse legal issues anticipated in connection with this transaction. The members of the engagement team, and their respective roles, are as follows:
Responsible Partner: Colette Whitman Bankruptcy & Restructuring Group; Cross-Practice Client Relationship Partner for Northgate Ms. Whitman will provide overall engagement oversight, client relationship management, and strategic direction for the representation. As the Firm's designated client relationship partner for Northgate, Ms. Whitman will serve as the primary point of contact for the client on all matters relating to the engagement and will be responsible for ensuring that the Firm's resources are deployed effectively to meet the client's objectives and timeline.
Billing Partner: Elaine Forsythe Antitrust & Competition Group Ms. Forsythe will provide billing oversight, rate management, and administration of the fee arrangements set forth in this Engagement Letter. Inquiries regarding invoices, billing adjustments, or fee-related matters should be directed to Ms. Forsythe.
Lead Associate: Christy Bauer intellectual Property Group Ms. Bauer will serve as the primary drafter and negotiator of the MSA, including all provisions relating to intellectual property licensing, technology, data, and commercial terms. Ms. Bauer will handle day-to-day communications with the client, coordinate with opposing counsel (Whitfield Graves & Morrow LLP), and manage the drafting and markup process. Ms. Bauer brings significant experience in complex technology transactions, including managed services agreements, platform licensing, and multi-site deployment arrangements.
Working Associate: Garrett Simmons Tax Group Mr. Simmons will provide tax structuring advice in connection with the MSA, including analysis of withholding tax obligations, value-added tax and sales tax considerations, transfer pricing implications, and cross-border structuring of service fees between the Northgate Entities and Cedarpoint. Mr. Simmons's involvement will be focused on specific tax-related issues as they arise during the negotiation process.
Additional attorneys, paralegals, legal assistants, or other staff may be assigned to work on this matter from time to time as needed to ensure efficient and effective representation. The client will be notified of any material changes to the composition of the engagement team, including any change in the Responsible Partner or Lead Associate.
As noted above, Colette Whitman will serve as the primary point of contact for the client on all strategic and relationship matters. Day-to-day communications, including drafting, negotiation updates, and coordination with opposing counsel, will be handled by Christy Bauer. Both Ms. Whitman and Ms. Bauer are available to participate in calls, meetings, and in-person sessions with the Northgate team as the transaction requires.
4. Billing Rates and Fee Arrangements
Work performed in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for the professionals assigned to this matter. Time is recorded in increments of one-tenth (0.1) of an hour.
The current standard hourly rates for the members of the engagement team are as follows:
The rates set forth above are the Firm's standard rates currently in effect and are consistent with the rates applied to comparable matters for institutional clients. Rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. The client will be notified in writing in advance of any changes to the rates applicable to this engagement, and any adjusted rates will apply only to time recorded on or after the effective date of the adjustment.
In the event that attorneys or other professionals not listed above are assigned to this matter, their time will be billed at the Firm's then-current standard hourly rate for such individuals, and the client will be advised of the applicable rate.
In addition to professional fees, the Firm reserves the right to charge the client for reasonable out-of-pocket expenses and disbursements incurred in connection with the engagement. Such expenses may include, without limitation, the following:
(a) Travel expenses (airfare, lodging, ground transportation, and meals) incurred by Firm personnel in connection with travel reasonably required for the engagement, including travel to Northgate's offices, Cedarpoint's offices, or other locations as necessary for negotiations, due diligence, or closings;
(b) Filing fees, recording fees, and similar governmental charges;
(c) Courier and overnight delivery charges;
(d) Document reproduction, printing, and scanning costs;
(e) Costs incurred for third-party vendors, including outside experts, consultants, translators, or other specialists retained with the client's prior approval;
(f) Computerized legal research charges; and
(g) Any other out-of-pocket costs reasonably incurred in connection with the provision of legal services under this engagement.
All expenses and disbursements will be itemized on the Firm's invoices. The Firm will seek prior client approval before incurring any single expense item in excess of Five Thousand United States Dollars ($5,000).
5. Billing and Payment Terms
Invoices for professional fees, disbursements, and applicable taxes will be rendered on a monthly basis, typically within fifteen (15) business days following the end of each calendar month. Each invoice will provide a summary of the time charges incurred during the billing period, itemized by professional, together with a description of the services rendered, a listing of disbursements, and the calculation of any applicable taxes.
All invoices will reference Matter Number 1022-00008 for purposes of identification and tracking.
Invoices are due and payable within thirty (30) days of the invoice date. Payment shall be made in United States Dollars by wire transfer to the Firm's designated client trust or operating account, as specified on the invoice, or by such other means as may be agreed upon by the parties.
Invoices will be directed to:
Mr. Marcus Harcourt General Counsel Northgate Telecommunications PLC 45 Threadneedle Court London EC2R 8AH United Kingdom
Email: m.harcourt@northgatetelecom.co.uk
or to such other person or address as the client may designate in writing from time to time.
The Firm may, with the client's consent, arrange for electronic billing in accordance with the client's preferred billing guidelines, outside counsel guidelines, or e-billing platform requirements. Should the client utilize an electronic billing system, the Firm will make commercially reasonable efforts to comply with the client's billing format and submission requirements, and the parties will cooperate in good faith to resolve any billing discrepancies or rejected line items in a timely manner.
In the event that any invoice remains unpaid for more than sixty (60) days past the invoice date, the Firm reserves the right to assess interest on the outstanding balance at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. The Firm further reserves the right to suspend work on the engagement in the event of a material payment default, subject to the Firm's obligations under applicable rules of professional conduct.
6. Conflicts of Interest
Prior to accepting this engagement, Calderwood & Harkness conducted a comprehensive conflicts of interest check in accordance with the Firm's standard procedures and the applicable rules of professional conduct. The conflicts check covered the following parties and their known affiliates, principals, and counsel:
(a) Northgate Telecommunications PLC;
(b) Northgate Americas, Inc.;
(c) Cedarpoint Systems Integration, Inc.;
(d) Ridgeline Capital Partners, LP (identified as Cedarpoint's majority equity holder);
(e) The respective principals, directors, and officers of each of the foregoing entities, to the extent reasonably identifiable through publicly available information and the Firm's internal records; and
(f) Whitfield Graves & Morrow LLP (identified as Cedarpoint's outside counsel for purposes of the MSA transaction).
Based on the conflicts check completed as of March 14, 2023, no disqualifying conflicts of interest have been identified that would preclude the Firm from accepting and undertaking this engagement. The Firm is not currently representing Cedarpoint Systems Integration, Inc. or Ridgeline Capital Partners, LP in any matter.
The client acknowledges, however, that Calderwood & Harkness is a large, full-service international law firm with offices in multiple jurisdictions, and that the Firm currently represents, and may in the future represent, other clients whose interests may differ from those of Northgate in matters that are wholly unrelated to this engagement. By executing this Engagement Letter, the client acknowledges and consents to such representations, provided that (i) the matters are not substantially related to the subject matter of this engagement, and (ii) the representations do not involve the assertion of a claim or position directly adverse to Northgate Telecommunications PLC or Northgate Americas, Inc. in connection with the MSA transaction or any matter arising therefrom.
If a conflict of interest arises during the course of this engagement that the Firm believes may affect its ability to continue the representation, the Firm will promptly notify the client and take appropriate steps in accordance with the applicable rules of professional conduct, which may include seeking the client's informed written consent to continue the representation or, if consent is not obtainable or appropriate, withdrawing from the engagement.
7. Confidentiality and Privilege
All communications between Calderwood & Harkness and Northgate in connection with this engagement, including oral and written communications, memoranda, draft documents, and legal analyses, are intended to be, and shall be treated as, subject to the protections of the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law.
The Firm will maintain the confidentiality of all information received from the client, or obtained on the client's behalf, in connection with this engagement, subject to the Firm's applicable legal and ethical obligations. Confidential client information will not be disclosed to third parties without the client's prior consent, except as may be required by law, court order, or applicable rules of professional conduct.
The client acknowledges that the Firm may be required to disclose certain information in limited circumstances, including pursuant to a valid court order or subpoena, a regulatory requirement or inquiry, or the applicable rules of professional conduct governing the Firm's attorneys. In the event that the Firm receives a request or demand for the disclosure of client information, the Firm will, to the extent permitted by law and practicable under the circumstances, promptly notify the client and provide the client with a reasonable opportunity to seek protective relief before making any disclosure.
The client further acknowledges that the maintenance of privilege and confidentiality is a shared responsibility, and agrees to take reasonable steps to preserve the privileged and confidential nature of communications with the Firm, including limiting the internal distribution of privileged communications to those individuals with a need to know and marking privileged documents as such.
8. Document Retention
The Firm will maintain files relating to this engagement, including both paper and electronic records, in accordance with its standard document retention policies then in effect. The Firm's current retention policy provides for the retention of closed matter files for a period of ten (10) years following the conclusion of the engagement, unless a longer retention period is required by law or regulation.
Upon conclusion of the engagement, the Firm will, upon the client's written request, return to the client all original documents provided by the client to the Firm in connection with the engagement. The Firm may retain copies of such documents, as well as copies of work product, correspondence, and other materials generated by the Firm during the engagement, for its records and in accordance with its document retention policies.
Files and materials that are not retrieved by the client within a reasonable period following the conclusion of the engagement and notice to the client may be destroyed by the Firm in accordance with its standard document retention and destruction policies, following reasonable prior written notice to the client. The client acknowledges that the Firm shall have no liability for the destruction of files in accordance with this provision, provided that the Firm has given reasonable notice as described herein.
9. Termination of Engagement
Either party may terminate this engagement at any time upon written notice to the other party. No reason for termination need be stated, though the parties agree to communicate in good faith regarding any concerns that may arise during the course of the representation.
Upon termination of the engagement by either party, the client will remain responsible for the payment of all fees and expenses properly incurred by the Firm through the effective date of termination. The Firm will render a final invoice for such fees and expenses promptly following termination, and such invoice shall be due and payable in accordance with the payment terms set forth in Section 5 of this Engagement Letter.
In the event of termination, the Firm will take reasonable steps to protect the client's interests, including cooperating in the orderly transition of the matter to successor counsel designated by the client. The Firm will, upon request and subject to applicable law and the Firm's retention of copies for its records, deliver to the client or its successor counsel all files, documents, and materials relating to the engagement.
The Firm reserves the right to withdraw from the representation at any time in accordance with the applicable rules of professional conduct, including, without limitation, in circumstances where (a) the client fails to pay invoices when due and such failure is not cured within a reasonable time following written notice; (b) the client fails to cooperate with the Firm or follow the Firm's advice on material matters relating to the engagement; (c) continuation of the representation would result in a violation of the applicable rules of professional conduct or other applicable law; or (d) other good cause exists as recognized under the applicable rules of professional conduct.
10. Limitation of Liability
To the fullest extent permitted by applicable law and the applicable rules of professional conduct, Calderwood & Harkness's aggregate liability to the client arising out of or in connection with this engagement, whether based in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total amount of professional fees actually paid by the client to the Firm for the services giving rise to the claim.
In no event shall Calderwood & Harkness be liable to the client for any consequential, indirect, incidental, special, or punitive damages of any kind, including, without limitation, lost profits, loss of business opportunity, loss of data, or diminution in value, arising out of or in connection with this engagement, regardless of whether such damages were foreseeable or whether the Firm has been advised of the possibility of such damages. The foregoing limitation shall not apply to the extent prohibited by applicable law or the applicable rules of professional conduct governing the Firm's attorneys.
The client acknowledges that the limitations set forth in this Section 10 are reasonable in light of the nature and scope of the engagement, the fees to be charged, and the allocation of risk between the parties.
11. Governing Law and Dispute Resolution
This Engagement Letter and the attorney-client relationship established hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, the engagement, or the attorney-client relationship between the parties shall be resolved by binding arbitration administered by JAMS in New York, New York, in accordance with its then-current Comprehensive Arbitration Rules and Procedures, before a single arbitrator mutually agreed upon by the parties or, failing agreement within thirty (30) days of the initiation of the arbitration, selected by JAMS. The arbitrator's award shall be final, binding, and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek interim or provisional relief from a court of competent jurisdiction located in the Borough of Manhattan, City of New York, as may be necessary to preserve the status quo or prevent irreparable harm pending the outcome of the arbitration. To the extent that arbitration is not required or enforceable with respect to any particular dispute, each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in the County of New York, State of New York.
12. Entire Agreement and Amendments
This Engagement Letter constitutes the entire agreement between Calderwood & Harkness LLP and Northgate Telecommunications PLC with respect to the terms and conditions of the engagement described herein, and supersedes all prior or contemporaneous discussions, negotiations, understandings, and agreements, whether written or oral, relating to the subject matter of this Engagement Letter.
No modification, amendment, supplement, or waiver of any provision of this Engagement Letter shall be effective unless set forth in a writing signed by an authorized representative of each of Calderwood & Harkness LLP and Northgate Telecommunications PLC. No waiver of any breach or default under this Engagement Letter shall constitute a waiver of any subsequent breach or default or of any other provision hereof.
If any provision of this Engagement Letter is found to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent.
We are grateful for the opportunity to serve as counsel to Northgate Telecommunications PLC in connection with this significant transaction. We are confident that the engagement team assembled for this matter has the depth and breadth of expertise to deliver exceptional results as we negotiate the MSA with Cedarpoint. We look forward to working with you and the broader Northgate team on this important transaction.
If the foregoing terms are acceptable to you, please indicate your agreement by countersigning this Engagement Letter in the space provided below and returning one fully executed copy to the undersigned. A copy is enclosed for your records. This Engagement Letter will become effective upon receipt by the Firm of the executed copy.
Please do not hesitate to contact Colette Whitman at (212) 554-7150 or cwhitman@calderwoodharkness.com, or Christy Bauer at (212) 554-7324 or cbauer@calderwoodharkness.com, should you have any questions regarding this letter or the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Colette Whitman
Title: Partner
Date: ________
By: ________
Name: Elaine Forsythe
Title: Partner
Date: ________
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, on behalf of Northgate Telecommunications PLC, hereby acknowledges receipt of this Engagement Letter, confirms that the undersigned has reviewed the terms and conditions set forth herein, and accepts and agrees to such terms and conditions on behalf of Northgate Telecommunications PLC. The undersigned represents and warrants that he or she is duly authorized to execute this Engagement Letter on behalf of Northgate Telecommunications PLC and to bind Northgate Telecommunications PLC to the terms hereof.
NORTHGATE TELECOMMUNICATIONS PLC
By: ________
Name: Marcus Harcourt
Title: General Counsel
Date: ________
Enclosures:
1.  Calderwood & Harkness LLP — Standard Terms of Engagement (Supplement to Engagement Letter), dated January 1, 2023
2.  Conflicts Check Confirmation Memorandum, dated March 14, 2023 (Matter No. 1022-00008)
cc: Colette Whitman, Partner, Calderwood & Harkness LLP Elaine Forsythe, Partner, Calderwood & Harkness LLP Christy Bauer, Senior Associate, Calderwood & Harkness LLP Garrett Simmons, Associate, Calderwood & Harkness LLP Engagement Records — Matter No. 1022-00008
Professional | Position | Rate (USD/Hour)
Colette Whitman | Partner | $1,250
Elaine Forsythe | Partner | $1,200
Christy Bauer | Senior Associate / Lead Associate | $850
Garrett Simmons | Associate | $650
Paralegals / Legal Assistants | Support Staff | $350

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

NORTHGATE TELECOMMUNICATIONS PLC

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