Contract analysis

I. Purpose and Context This letter accompanies the transfer of Northgate Telecommunications PLC's ("Northgate" or the "Company") portion of the matter file for the above-referenced engagement, Calderwood & Harkness LLP Matter No. 1022-00004 (the "Matter"). This letter should be read in conjunction with the engagement closing letter of even date, October 7, 2024, which formally closes the engagement between Calderwood

II. Documents Returned to Client Set forth below is a detailed description of the categories of documents, in both hard copy and electronic format as applicable, that are being returned or otherwise transferred to Northgate in connection with the closing of this Matter. Each category is described in detail, and individual documents are identified by date, author, recipient, and subject matter where practicable. Categ

1. Engagement Letter — Fully executed engagement letter between Calderwood & Harkness LLP and Northgate Telecommunications PLC, dated June 4, 2024, setting forth the scope of the Firm's representation, fee arrangements, billing procedures, and other terms and conditions of the engagement.

2. Scope of Engagement Memorandum — Memorandum from Renata Vasquez to Elaine Whitford, dated June 5, 2024, further delineating the scope of the Firm's engagement, anticipated work streams, staffing, and projected timeline for the negotiation.

3. Retainer Receipt and Trust Account Confirmation — Receipt and confirmation of deposit of the initial retainer in the amount of $75,000.00 into Calderwood & Harkness LLP's client trust account (IOLA Account), dated June 5, 2024.

4. Invoices — Copies of all invoices rendered during the course of the engagement, as follows:

5. Final Billing Summary and Trust Account Reconciliation — Final billing summary and trust account reconciliation prepared by the Firm's accounting department, dated October 3, 2024, reflecting the following: Category B: Term Sheets and Negotiation Documents The following term sheets and related negotiation documents are included in the transfer:

1. Initial Term Sheet (v1) — Initial term sheet prepared by Calderwood & Harkness LLP on behalf of Northgate, dated June 10, 2024, setting forth the Company's proposed terms for the employment of Mr. Harding as Chief Executive Officer, including proposed base compensation, annual incentive, long-term incentive structure, severance provisions, restrictive covenants, and other material terms.

2. Hargrove & Liddell Marked-Up Term Sheet (v2) — Marked-up version of the initial term sheet received from Victoria Hargrove of Hargrove & Liddell LLP, counsel to Mr. Harding, dated June 17, 2024, reflecting Mr. Harding's proposed revisions and counter-positions.

3. Revised Term Sheet — Northgate Counter-Proposal (v3) — Revised term sheet prepared by Calderwood & Harkness LLP incorporating Northgate's responses to the Hargrove & Liddell markup, dated June 24, 2024, reflecting compromises on certain compensation elements while maintaining the Company's positions on change in control and restrictive covenant terms.

4. Revised Term Sheet (v4) — Further revised term sheet incorporating the agreements reached during the negotiation call of July 8, 2024, dated July 10, 2024, which served as the basis for preparation of the initial draft employment agreement.

5. Final Compromise Proposal — Revised Term Sheet (v5-Final) — Final compromise term sheet prepared by Calderwood & Harkness LLP on behalf of Northgate, dated September 3, 2024, representing the Company's last, best offer on remaining open issues. Category C: Draft Employment Agreements and Redlines The following draft agreements, redlines, and related documents are included in the transfer:

1. Executive Employment Agreement — Draft 1 — Initial draft of the Executive Employment Agreement between Northgate Telecommunications US, Inc. (as the employing US subsidiary) and Marcus Elliot Harding, dated July 22, 2024, governed by the laws of the State of New York. This draft was prepared by Calderwood & Harkness LLP based upon the agreed positions reflected in the revised term sheet (v4).

2. Hargrove & Liddell Redline of Draft 1 — Redline markup of Draft 1 received from Victoria Hargrove of Hargrove & Liddell LLP on August 5, 2024, containing eighty-eight (88) comments and proposed revisions. Please note that Calderwood & Harkness LLP's internal annotations have been removed from the client copy included in this transfer; the version provided to Northgate reflects only the Hargrove & Liddell comments

3. Executive Employment Agreement — Draft 2 — Second draft of the Executive Employment Agreement, dated August 12, 2024, incorporating responses to the Hargrove & Liddell redline of Draft 1, as directed by Northgate, and reflecting additional revisions based upon the Firm's recommendations.

4. Blackline Comparison — Draft 1 vs. Draft 2 — Blackline (comparison) document showing all changes between Draft 1 and Draft 2 of the Executive Employment Agreement, dated August 12, 2024, prepared for reference purposes.

5. Hargrove & Liddell Redline of Draft 2 — Redline markup of Draft 2 received from Victoria Hargrove of Hargrove & Liddell LLP on August 19, 2024, containing forty-two (42) comments and proposed revisions. As with the Draft 1 redline, Calderwood & Harkness LLP's internal annotations have been removed from the client copy included in this transfer. Category D: Correspondence with Counterparty Counsel The following cor

1. Transmittal of initial term sheet (v1) — Vasquez to Hargrove, June 10, 2024.

2. Hargrove's preliminary comments on initial term sheet — Hargrove to Vasquez, June 13, 2024.

3. Hargrove's transmittal of marked-up term sheet (v2) — Hargrove to Vasquez, June 17, 2024.

4. Transmittal of Draft 1 of the Executive Employment Agreement — Vasquez to Hargrove, July 22, 2024.

5. Hargrove's transmittal of redline of Draft 1 — Hargrove to Vasquez, August 5, 2024.

6. Transmittal of Draft 2 of the Executive Employment Agreement with cover summary of principal changes — Vasquez to Hargrove, August 12, 2024.

7. Hargrove's transmittal of redline of Draft 2 — Hargrove to Vasquez, August 19, 2024.

8. Transmittal of final compromise proposal (term sheet v5-Final) — Vasquez to Hargrove, September 3, 2024.

9. Hargrove's rejection of final compromise proposal on behalf of Mr. Harding — Hargrove to Vasquez, September 9, 2024. Formal Letters:

10. Formal transmittal of final compromise proposal with explanatory cover letter — Vasquez to Hargrove, dated September 3, 2024.

11. Formal notification of termination of negotiations — Vasquez to Hargrove, dated September 12, 2024. Category E: Client Correspondence and Reporting The following correspondence between Calderwood & Harkness LLP and Northgate is included in the transfer: Emails from Renata Vasquez to Elaine Whitford:

1. Initial strategy discussion and key issues identification — June 7, 2024.

2. Summary of counterparty positions received to date and recommendation for response — June 20, 2024.

3. Status update and preview of anticipated counterparty objections to Draft 1 — July 29, 2024.

4. Summary of Hargrove & Liddell redline of Draft 1 and recommended path forward — August 8, 2024.

5. Status report on the two critical remaining open issues: (a) change in control provisions and (b) restrictive covenant scope and duration — August 22, 2024.

6. Post-principals meeting debrief and assessment of negotiation posture — August 27, 2024.

7. Forwarding of Hargrove's rejection of the final compromise proposal and recommendation to terminate negotiations — September 9, 2024.

8. Confirmation of delivery of formal termination of negotiations letter to Hargrove & Liddell LLP and discussion of next steps — September 12, 2024.

9. Guidance regarding public disclosure and non-disclosure considerations arising from the terminated negotiations — September 13, 2024.

10. Discussion of consideration of alternative candidates and potential interim CEO arrangements — September 18, 2024. Emails from Elaine Whitford to Renata Vasquez:

11. Remuneration Committee guidance on change in control and non-compete provisions — June 22, 2024.

12. Board direction regarding the Company's boundaries on change in control and non-compete terms — August 9, 2024.

13. Board authorization to present the final compromise proposal to Hargrove & Liddell LLP — August 30, 2024.

14. Board call scheduling and communication of Geoffrey Stanton's preliminary views on negotiation status — September 9, 2024. Category F: Meeting and Call Materials The following meeting and call-related materials are included in the transfer:

1. Term Sheet Negotiation Call Notes — Notes from five (5) term sheet negotiation calls conducted by telephone between Calderwood & Harkness LLP and Hargrove & Liddell LLP, held on the following dates: June 24, 2024; July 1, 2024; July 8, 2024; July 12, 2024; and July 19, 2024.

2. Principals Meeting Agenda — Agenda prepared by Calderwood & Harkness LLP for the August 26, 2024 in-person principals meeting held at Northgate's offices, 600 Lexington Avenue, New York, New York.

3. Principals Meeting Notes — Meeting notes from the August 26, 2024 principals meeting. Attendees representing Northgate included Dame Philippa Thornton-Hale (Chair of the Board), Geoffrey Stanton (Lead Independent Director and Chair of the Remuneration Committee), Elaine Whitford (Senior Vice President & Group General Counsel), and Renata Vasquez (Calderwood & Harkness LLP). Mr. Marcus Elliot Harding attended with

4. Board Call Notes — Notes from the Board of Directors call held on September 10, 2024. Attendees included Dame Philippa Thornton-Hale, Geoffrey Stanton, Lucinda Farrow, Dr. Tomás Herrera, Elaine Whitford, and Renata Vasquez. Category G: Board Materials The following Board-related materials are included in the transfer:

1. Board Resolution — Resolution of the Board of Directors of Northgate Telecommunications PLC, dated September 12, 2024, authorizing the termination of CEO employment negotiations with Marcus Elliot Harding and directing outside counsel to communicate such termination to counterparty counsel.

2. Principals Meeting Preparation Memorandum — Memorandum from Renata Vasquez to Elaine Whitford and Geoffrey Stanton, dated August 23, 2024, setting forth talking points, fallback positions, and strategic considerations in preparation for the August 26, 2024 in-person principals meeting. Category H: Research and Advisory Memoranda (Non-Privileged / Client-Directed) The following research memoranda and advisory mater

1. Analysis of Harding's Existing Employment Agreement — Memorandum from James Underwood to Renata Vasquez, dated June 9, 2024, analyzing the key terms and implications of Mr. Harding's existing employment agreement with Marlowe Asset Management Digital Holdings, Inc., including notice period obligations, restrictive covenant provisions, clawback mechanisms, and change in control protections.

2. Section 280G Parachute Payment Analysis — Preliminary Framework — Memorandum from James Underwood to Renata Vasquez, dated June 7, 2024, providing a preliminary analytical framework for Internal Revenue Code Section 280G parachute payment considerations, including identification of Mr. Harding's estimated base amount ($7,840,000) and the corresponding safe harbor limit ($23,519,999).

3. Section 280G Detailed Analysis Under Draft 1 Terms — Memorandum from Katherine Archer to Renata Vasquez, dated July 25, 2024, providing a detailed Section 280G analysis based upon the compensation and severance terms set forth in Draft 1 of the Executive Employment Agreement, including estimated aggregate parachute payments of approximately $38,200,000, estimated excess parachute payments of $30,360,000, and estim

4. Change in Control Provisions — Market Survey and Best Practices — Memorandum from Katherine Archer to Renata Vasquez, dated June 7, 2024, surveying change in control provisions in recently negotiated CEO employment agreements among comparable publicly traded telecommunications companies and identifying current market practice and emerging trends.

5. New York Law Governing Executive Employment Agreements — Memorandum from James Underwood to Renata Vasquez, dated June 6, 2024, providing an overview of New York law applicable to the negotiation, formation, and enforcement of executive employment agreements, including key statutory provisions, recent case law developments, and drafting considerations.

6. Enforceability of Non-Compete Agreements Under New York Law — Memorandum from Katherine Archer to James Underwood, dated June 6, 2024, analyzing the enforceability of non-competition agreements under New York law, including the reasonableness standards applied by New York courts with respect to geographic scope, temporal duration, and scope of restricted activities.

7. Restrictive Covenant Drafting Considerations for C-Suite Telecom Executives — Memorandum from James Underwood to Renata Vasquez, dated June 8, 2024, addressing specific drafting considerations for restrictive covenants (including non-compete, non-solicitation, and non-disparagement provisions) in the context of C-suite executives in the telecommunications industry, with attention to industry-specific competitive d

8. UK Corporate Governance Code 2024 — Implications for CEO Remuneration and Severance — Memorandum from James Underwood to Renata Vasquez, dated June 8, 2024, analyzing the provisions of the UK Corporate Governance Code (2024 revision) relevant to the structuring of CEO remuneration and severance arrangements for a UK-listed company, including shareholder approval requirements, clawback and malus provisions, and the

9. Cross-Border Employment Structure — Dual US/UK Contract Architecture — Memorandum from Katherine Archer to James Underwood, dated June 9, 2024, evaluating potential structures for Mr. Harding's employment, including a dual-contract architecture involving both a US employment agreement (with Northgate Telecommunications US, Inc.) and a UK service agreement (with Northgate Telecommunications PLC), and analyzing the

10. Summary of Remaining Gaps Post-Principals Meeting — Memorandum from James Underwood to Renata Vasquez, dated August 28, 2024, summarizing the substantive gaps remaining between the parties' positions following the August 26, 2024 principals meeting, and identifying issues requiring resolution before a final agreement could be reached.

11. Analysis of H&L Redline of Term Sheet — Key Departures and Recommended Responses — Memorandum from James Underwood to Renata Vasquez, dated June 19, 2024, analyzing the key departures from Northgate's initial term sheet reflected in the Hargrove & Liddell marked-up term sheet (v2) and recommending specific responses to each departure.

12. Analysis of H&L Redline of Draft 1 — Issue-by-Issue Response Recommendation — Memorandum from James Underwood to Renata Vasquez, dated August 7, 2024, providing an issue-by-issue analysis of the eighty-eight (88) comments and proposed revisions in the Hargrove & Liddell redline of Draft 1, with recommendations for acceptance, rejection, or compromise on each issue.