Contract analysis

1. Executive Summary This memorandum is submitted in connection with the closing of Matter 1022-00004, which has concluded with a status of Closed — Terminated. No definitive agreement was executed during the course of this engagement, and the matter file is now being closed in accordance with firm procedures. Calderwood & Harkness LLP ("C&H" or the "Firm") was engaged by Northgate Telecommunications PLC ("NTP" or th

2. Client and Counterparty Information 2.1 Client. Full Legal Name: Northgate Telecommunications PLC Registered Number: 07381264 (England and Wales) Registered Address: 45 Canary Wharf Tower, One Canada Square, London E14 5AB, United Kingdom US Operations Headquarters: 600 Lexington Avenue, 38th Floor, New York, NY 10022 Entity Type: Public limited company incorporated under the laws of England and Wales Stock Listin

3. Engagement Details 3.1 Engagement Team The following attorneys at Calderwood & Harkness LLP constituted the engagement team for this matter: Responsible Partner: Renata Vasquez, Partner, Labor & Employment Practice Group, New York office. Ms. Vasquez served as the lead partner and primary client contact for the engagement, conducted all substantive negotiations with counterparty counsel, attended the principals me

4. Other Advisors and Third Parties Engaged The following advisors and third parties were involved in the engagement or were consulted in connection with the proposed CEO appointment. Their roles and the nature of C&H's interaction with each are summarized below for the permanent file. Moorfield Bates LLP — UK employment counsel to NTP. Lead partner: Simon Aldridge; Associate: Hannah Carmichael. Office: 1 Moorgate, L

5. Chronological Engagement History This section sets forth a detailed chronological history of the engagement from the pre-engagement background through the termination of negotiations and the closing of the matter. 5.1 Pre-Engagement Background The following events occurred prior to the formal engagement of Calderwood & Harkness LLP but are relevant to understanding the context in which the engagement arose. March

6. Summary of Proposed Compensation Terms (Final NTP Proposal, September 3, 2024) This section summarizes the compensation and benefit terms as set forth in NTP's final proposal (term sheet version 5-Final, dated September 3, 2024), distinguishing between terms that were agreed during the negotiation process and terms that remained in dispute at the time of termination. All dollar amounts are expressed in United Stat

7. Reason for Termination The negotiations were terminated due to irreconcilable positions between Northgate Telecommunications PLC and Marcus Elliot Harding on two core issues that neither party was willing to compromise on further. First: Change in Control Severance. Harding's demand for a 3x CIC multiplier (base salary + target bonus), a full Section 280G tax gross-up, and the inclusion of a Board turnover trigger