Contract analysis

1. Purpose This memorandum confirms the scope of Calderwood & Harkness LLP's engagement by Northgate Telecommunications PLC ("Northgate," "NTP," or the "Company") in connection with the negotiation and drafting of a definitive executive employment agreement (the "Employment Agreement") for Marcus Elliot Harding ("Harding"), who has been selected as the preferred candidate for the position of Chief Executive Officer o

2. Background 2.1 The Company Northgate Telecommunications PLC (registered number 07381264) is a public limited company incorporated in England and Wales. The Company's ordinary shares are listed on the London Stock Exchange under the ticker symbol LON: NTP. In addition, Northgate is cross-listed on the New York Stock Exchange through an American Depositary Receipt ("ADR") program under the ticker symbol NYSE: NTPC.

3. Scope of Engagement The following sections describe the specific work streams and deliverables encompassed within Calderwood & Harkness's engagement. Each section identifies the substantive legal issues that we anticipate addressing, as well as areas where coordination with other advisors or Company stakeholders will be required. 3.1 Primary Engagement: Negotiation and Drafting of Executive Employment Agreement Ca

4. Engagement Team The following attorneys at Calderwood & Harkness LLP will staff this engagement: Renata Vasquez will serve as the Responsible Partner for this engagement. She will have overall responsibility for the direction and quality of all work product, will lead all significant negotiation sessions with Hargrove & Liddell LLP, and will serve as the primary point of contact for the Remuneration Committee and

5. Fee Arrangement This engagement will be billed on an hourly basis at the rates set forth in Section 4 above, as specified in the engagement letter dated June 4, 2024. These rates are effective for the 2024 calendar year and may be adjusted annually in accordance with the firm's standard rate-setting process, subject to prior notice to the Company. Invoices will be rendered on a monthly billing cycle and are payabl

6. Coordination and Communication Protocol Effective coordination between Calderwood & Harkness and the Company's in-house legal team is essential to the efficient and successful execution of this engagement. Accordingly, the parties have agreed to the following communication and decision-making protocols: Primary Client Contact. Elaine Whitford, Senior Vice President and Group General Counsel, will serve as the prim

7. Matters Excluded from Scope The following matters are expressly excluded from the scope of Calderwood & Harkness's engagement under this matter number and will not be undertaken by this firm absent a separate engagement letter: (a) Securities Law Advice. Any advice regarding the Company's disclosure obligations under applicable US or UK securities laws and regulations (including the Securities Exchange Act of 1934

8. Anticipated Timeline Calderwood & Harkness proposes the following target timeline for the key milestones in this engagement: We note that Harding's proposed start date of October 1, 2024 is subject to the timeline for Harding's transition out of his current role at Marlowe Asset Management Digital Holdings, Inc. Depending on the notice period required under Harding's existing Marlowe Asset Management employment ag

9. Closing Calderwood & Harkness LLP is grateful for the confidence that Northgate Telecommunications PLC has placed in our firm by entrusting us with this engagement. The appointment of a new Chief Executive Officer is among the most consequential decisions any board of directors makes, and we appreciate the significance of this matter to the Company, its shareholders, and its broader stakeholder community. We are c