Contract analysis

I. Purpose of This Letter This letter accompanies the enclosed Revised Term Sheet (v5-Final) dated September 3, 2024 (the "Revised Term Sheet"), which sets forth Northgate Telecommunications PLC's ("Northgate" or the "Company") final compromise proposal for the employment of Marcus Elliot Harding ("Mr. Harding") as Chief Executive Officer of Northgate. I wish to emphasize at the outset that the enclosed proposal has

II. Summary of Agreed Terms Before turning to the two unresolved areas, it is important to place those issues in context by recognizing the breadth and depth of the agreement already reached between the parties. The parties have arrived at consensus on the substantial majority of the economic and structural terms of Mr. Harding's proposed employment. These agreed terms are summarized below and are reflected in the Re

Section 409A Compliance: • The agreement will contain standard provisions to ensure compliance with Section 409A of the Internal Revenue Code of 1986, as amended, including six-month delay provisions for specified employees where applicable. Non-Disparagement: • Mutual perpetual non-disparagement obligations applicable to both Mr. Harding and Northgate, with appropriate carve-outs for statements made in the course of

III. Change in Control Severance Provisions — Northgate's Final Position and Rationale The change in control ("CIC") severance provisions have been the subject of extensive discussion throughout the negotiation, and the gap between the parties' positions has narrowed considerably. Nevertheless, material differences remain with respect to four elements: (a) the CIC definition, (b) the severance multiplier, (c) the tax

Section 280G Framework. Under Section 280G of the Internal Revenue Code, payments to a "disqualified individual" (which would include Mr. Harding as CEO) that are contingent upon a change in control and that exceed three times the individual's "base amount" are treated as "parachute payments." The portion of such payments exceeding the base amount is subject to a non-deductible 20% excise tax under Section 4999, in a

IV. Restrictive Covenant Terms — Northgate's Final Position and Rationale The second area of disagreement concerns the restrictive covenant provisions that will govern Mr. Harding's post-termination activities. These provisions — encompassing a non-compete covenant, a non-solicitation covenant, and garden leave — are of critical importance to Northgate given the level of access that Mr. Harding, as CEO, would have to

V. Summary of Remaining Gaps For the convenience of both parties, the following table summarizes the remaining areas of disagreement and the gap between the parties' respective positions: These gaps, while significant in isolation, should be considered in the context of the overall value of the compensation package and the substantial terms on which agreement has already been reached. The total value of the agreed ec

VI. Board's Perspective and Path Forward I wish to reiterate, in the strongest possible terms, that the enclosed Revised Term Sheet represents the best-and-final terms authorized by the Northgate Board of Directors. The positions set forth herein are the product of extensive deliberation by the Remuneration Committee and the full Board, informed by the expert advice of the Company's independent compensation consultan

VII. Request for Response We request that Hargrove & Liddell LLP provide its response to the enclosed final compromise proposal by no later than Monday, September 9, 2024. Given the timeline considerations discussed below, we would appreciate your adherence to this deadline. Northgate is prepared to discuss any remaining questions or clarifications that the Revised Term Sheet or this letter may raise. If Mr. Harding

VIII. Enclosure Enclosed with this letter, please find the following document: Revised Term Sheet (v5-Final) — Proposed Executive Employment Agreement, Marcus Elliot Harding and Northgate Telecommunications PLC, dated September 3, 2024 (31 pages, including Annexes A through D).

IX. Confidentiality We remind you that the enclosed Revised Term Sheet, this letter, and all prior correspondence and drafts exchanged in connection with this negotiation remain subject to the confidentiality obligations set forth in the Mutual Non-Disclosure Agreement dated June 17, 2024, between Northgate Telecommunications PLC and Mr. Harding, and the Counsel Confidentiality Letter Agreement dated June 20, 2024, b