Contract analysis

From: Renata Vasquez <rvasquez@calderwoodharkness.com> To: Elaine Whitford <ewhitford@northgatetelecom.com> Cc: Bernard Crawford <bcrawford@calderwoodharkness.com> Date: Thu, 12 Sep 2024 04:47:00 -0000 Subject: Harding Negotiation — Confirmation of Termination Letter Delivery and Next Steps

I am writing to confirm that the formal termination letter, dated today, September 12, 2024, was delivered this afternoon to Victoria Hargrove at Hargrove & Liddell LLP, 51 Madison Avenue, 30th Floor, New York, NY 10010, by two methods: (i) email transmission of the letter in PDF format, and (ii) overnight courier service with signature required for the hard copy. We will forward the courier confirmation of delivery

As you know, the letter formally notifies Ms. Hargrove and her client, Marcus Elliot Harding, that the Board of Northgate Telecommunications PLC has resolved to terminate negotiations with Mr. Harding for the position of Chief Executive Officer, consistent with the Board resolution adopted earlier today. This follows the Board call on September 10, 2024, in which Dame Philippa Thornton-Hale, Geoffrey Stanton, Lucinda

I want to outline the key next steps below so that we are aligned on the path forward.

**1. Document Handling and Confidentiality**

(a) The termination letter includes a formal request to Hargrove & Liddell for the return or certified destruction of all confidential materials exchanged during the course of the negotiation. This encompasses all drafts of the Executive Employment Agreement (Draft 1, dated July 22, 2024; Draft 2, dated August 12, 2024), all marked-up term sheets (through v5-Final, dated September 3, 2024), and any supporting materia

(b) James Underwood has prepared a memorandum addressing post-termination confidentiality obligations and document handling protocols, which is being circulated separately to you today under its own cover. I would recommend reviewing it promptly.

(c) I would also recommend that your internal team — specifically you, Priya Narayanan, and any other Northgate personnel who had access to negotiation materials — similarly collect and secure all drafts, correspondence, and related documents, consistent with the company's confidentiality obligations.

(d) One point that warrants attention: no standalone NDA was separately executed between Northgate and Mr. Harding in connection with this negotiation. The engagement was conducted under mutual expectations of confidentiality, and the termination letter reminds both parties of those expectations. However, I would ask that you confirm internally whether any separate confidentiality or non-disclosure agreement was sign

**2. Privilege Log and Document Retention**

(a) Devon Archer on our team is preparing a comprehensive document retention and privilege log memorandum for the engagement file (matter no. 1022-00004). This memorandum will catalog all privileged communications and work-product documents generated during the engagement and will recommend appropriate retention periods.

(b) Calderwood & Harkness will retain its working files in accordance with firm document retention policy. Client files will be organized and prepared for transfer to Northgate upon formal engagement closing.

**3. Coordination with Kensington Partners**

(a) Per the Board resolution, Kensington Partners Ltd. has been directed to resume the CEO search. I am preparing a separate letter to Antonia Blythe at Kensington Partners, which I intend to send tomorrow, September 13, notifying her of the termination of the Harding negotiations and requesting a meeting to discuss next steps — including whether viable alternative candidates remain from the original shortlist or whe

(b) I would suggest that you and/or Lucinda Farrow, in her capacity as Nomination Committee Chair, coordinate directly with Ms. Blythe on the timing and scope of the resumed search. Calderwood & Harkness is happy to participate in those discussions to the extent useful.

(c) One housekeeping item on the Kensington engagement: it is my understanding that the third tranche of Kensington's search fee (the total fee being £1,200,000, structured across three tranches) was never paid, since no placement was made. I would recommend confirming the precise fee arrangement and, in particular, whether the existing engagement letter with Kensington covers the resumed search or whether an amendme

As you are aware, Sir Alistair Kemble's retirement remains effective December 31, 2024. With the Harding negotiation now concluded and no successor identified, the Board may wish to give prompt consideration to interim arrangements. Options discussed informally to date include extending Sir Alistair's tenure on a short-term basis or appointing an internal interim CEO — Jonathan Briggs, the current CFO, has been menti

I will send a separate communication tomorrow addressing whether Northgate has any disclosure obligations under SEC, NYSE, or FCA rules relating to the failed negotiation. My preliminary view is that no disclosure obligation has been triggered, given that no definitive agreement was reached and no material commitment was made by either party. That said, the question warrants a more detailed analysis, which I will pro

Matter 1022-00004 will be closed as of today's date. A final invoice and formal engagement closing letter will follow in due course. The $75,000 retainer currently held by Calderwood & Harkness will be applied as a credit against the final invoice, with any balance billed or refunded as appropriate.

While the outcome is disappointing — particularly given the considerable time and effort invested by all parties over the past three months — the core impasses on change in control severance (the gap between the 2.5x and 3x multiplier, the gross-up versus best-net question, and the board turnover trigger definition) and on restrictive covenant terms (duration, geographic scope, and the garden leave structure) ultimat

Please do not hesitate to reach out if you have any questions or if there is anything further Calderwood & Harkness can do as you and the Board navigate the next phase. We remain fully available.

Renata Vasquez Partner Calderwood & Harkness LLP 299 Park Avenue, 42nd Floor New York, NY 10171 T: (212) 506-4400 E: rvasquez@calderwoodharkness.com