Contract analysis

I. Purpose and Background A. Purpose The purpose of this memorandum is to set forth our recommended negotiation strategy, opening positions, anticipated counterparty demands, proposed fallback positions, and identified red lines for the negotiation of an executive employment agreement between Northgate Telecommunications PLC ("NTP" or the "Company") and Marcus Elliot Harding ("Harding") for the position of Chief Exec

II. Harding's Current Compensation at Marlowe Asset Management — Baseline for Negotiation Understanding Harding's existing compensation at Marlowe Asset Management is essential to framing our negotiation strategy. Harding and his counsel will anchor their demands to his current package, and any offer from NTP must represent a meaningful improvement to induce Harding to leave a well-compensated, high-profile role at a

III. Employment Structure Overview A. Dual-Contract Architecture Given NTP's status as a UK-incorporated, dual-listed company with significant U.S. operations, we propose a dual-contract architecture for Harding's employment:

1. Primary Employment Agreement: This agreement will be entered into between Harding and Northgate Telecommunications US, Inc. (the wholly-owned Delaware subsidiary of NTP through which NTP conducts its U.S. operations), and will be governed by New York law. This agreement will contain the core economic terms — base salary, bonus, LTI grants, severance, change-in-control protections, restrictive covenants, and relate

2. Secondary UK Service Agreement: This agreement will be entered into between Harding and Northgate Telecommunications PLC directly, and will be governed by the laws of England and Wales. This agreement will govern Harding's duties as a director of NTP PLC, his Board-related obligations, and any UK-specific regulatory compliance requirements. Moorfield Bates LLP (Simon Aldridge and Hannah Carmichael) is advising NTP

IV. Anticipated Counterparty Demands Based on our analysis of Harding's existing compensation, Hargrove's negotiating history and style, and prevailing market practices for CEO-level employment agreements at comparable companies, we anticipate the following demands from the counterparty. Understanding these anticipated positions is essential to preparing effective counterpositions and identifying areas where concessi

V. Recommended Opening Positions (Initial Term Sheet) The following sections set forth our recommended opening positions on each major term of the employment agreement. These positions are designed to be defensible, credible, and consistent with market practice, while also establishing appropriate negotiating room on the terms that we anticipate will be most heavily contested. The initial term sheet reflecting these

1. Definition of "Change in Control" Our opening position defines "change in control" as the occurrence of any of the following events: (a) The acquisition by any person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial ownership of more than 50% of the outstanding voting securities of NTP; (b) The consummation of a merger, consolida

2. CIC Severance Amount Opening position: 2.5x (base salary + target annual bonus). At our proposed compensation levels, this yields CIC cash severance of: 2.5 × ($1,750,000 + $3,062,500) = 2.5 × $4,812,500 = $12,031,250 For reference, Harding's anticipated demand of 3x at the same compensation levels would yield: 3.0 × $4,812,500 = $14,437,500 The difference between the NTP opening position and the anticipated Hardi

3. Double Trigger The CIC severance would be payable only upon a "double trigger" — that is, both (a) the occurrence of a change-in-control event as defined above, and (b) a qualifying termination of Harding's employment within 24 months following the CIC event. A qualifying termination means termination of employment by NTP without cause, or resignation by Harding for good reason. A single-trigger structure (severan

4. Equity Acceleration on CIC Full acceleration of all unvested RSUs upon a qualifying CIC termination. PSUs would vest at target performance level (not at maximum or actual performance). We do not propose pro-rata vesting of PSUs based on performance through the termination date, which would be a less favorable position for the executive and likely to be rejected.

5. Benefits Continuation on CIC 24 months of COBRA continuation at employer cost, plus a $50,000 outplacement services allowance.

6. Tax Treatment — Best-Net Cutback Opening position: Best-net cutback, with no Section 280G excise tax gross-up. Under the best-net approach, if Harding's total "parachute payments" (as defined in Section 280G of the Internal Revenue Code) exceed the Section 280G safe harbor threshold, NTP's total payments to Harding would be reduced (cut back) to the safe harbor amount, but only if such reduction would result in a

1. Non-Competition Covenant • Duration: 24 months post-termination of employment • Geographic Scope: Worldwide • Activity Restriction: During the restricted period, Harding shall not, directly or indirectly, engage in, be employed by, serve as a consultant or advisor to, or hold an equity interest (other than a passive investment of less than 2% of publicly traded securities) in, any company that derives more than 15

2. Garden Leave • Duration: 6 months, paid at base salary only (no bonus or LTI grants during the garden leave period) • Structure: Upon notice of termination or resignation, NTP may place Harding on garden leave for up to 6 months, during which he would continue to receive base salary and benefits but would be relieved of all duties and responsibilities

3. Non-Solicitation Covenant • Duration: 24 months post-termination • Scope: Employees and customers of NTP and its affiliates. During the restricted period, Harding shall not, directly or indirectly, solicit, recruit, or induce any employee of NTP (or any person who was an employee within the 6 months preceding the solicitation) to leave NTP's employment, or solicit or divert any customer or prospective customer of

4. Non-Disparagement. • Mutual and perpetual, with carve-outs for truthful statements made in connection with legal proceedings, regulatory inquiries, or as required by law or subpoena.

5. Enforceability Considerations Devon Archer's internal analysis memorandum, dated June 6, 2024, flagged that a 24-month, worldwide non-compete for a New York-governed agreement may face enforceability challenges under the New York reasonableness analysis, which evaluates non-competes based on (a) necessity to protect legitimate employer interests, (b) whether the restriction imposes an undue hardship on the employe

VI. Proposed Fallback Positions The following fallback positions represent the maximum concessions that we believe NTP should be willing to make on each contested term, based on a careful balancing of Harding's expected demands, NTP's legitimate business interests, governance constraints, and the overall economics of the package. These positions should be held in reserve and not offered in the initial term sheet. The

1. CIC Multiplier Hold firm at 2.5x. Do not exceed 2.5x under any circumstances without further Board authorization. The gap between NTP's 2.5x opening position and Harding's expected 3x demand is $2,406,250 in cash severance ($12,031,250 vs. $14,437,500). While this is a meaningful dollar amount, it is not the largest cost differential in the CIC package — the potential cost of a gross-up ($4,200,000 to $6,800,000)

2. Tax Treatment Hold firm on best-net cutback with no excise tax gross-up. The Whitmore Hobson analysis (prepared by Dr. Rachel Whitmore) demonstrates that Harding's after-tax position under the best-net cutback approach is roughly equivalent to his after-tax position under a full-payment-plus-excise-tax scenario, with the cutback approach slightly more favorable in most modeling scenarios. This means that the gross

3. Board Turnover Trigger Reject entirely. No fallback. This is a Board-level red line. Geoffrey Stanton has been unequivocal on this point: the inclusion of a Board turnover trigger in the CIC definition is inconsistent with normal Board governance, inconsistent with UK corporate governance norms, and creates perverse incentives that could discourage Board refreshment and succession planning. We should not entertain

4. Possible Concessions Within the CIC Framework If needed to hold firm on the 2.5x multiplier and the best-net cutback (our two highest-priority positions in the CIC area), we have the following concessions available: • Benefits Continuation: Extend from 24 months to 30 months of COBRA continuation. This is a modest cost increase (approximately $50,000 to $75,000 in incremental COBRA premiums) that provides a visibl

1. Non-Compete Duration Willing to come down from 24 months to 18 months as a fallback. An 18-month non-compete is within the range that New York courts have historically upheld as reasonable for senior executives with access to highly sensitive competitive information, and it provides meaningful protection for NTP's interests during the critical transition period following a CEO departure.

2. Non-Compete Geographic Scope Willing to narrow from worldwide to North America and Western Europe. This covers NTP's principal competitive markets — the United States, Canada, the United Kingdom, Germany, France, the Netherlands, and other Western European jurisdictions where NTP operates or has significant customer relationships — while excluding markets (e.g., Asia-Pacific, Latin America, Middle East, Africa) wh

3. Non-Compete Activity Definition Willing to narrow from the broad revenue-percentage test (companies deriving >15% of revenue from telecommunications services, telecommunications infrastructure, or enterprise SaaS platforms) to a more targeted functional definition. However, we should resist a closed schedule of specifically named competitors, as this creates the risk that a newly formed or renamed competitor, or a

4. Garden Leave Maintain garden leave at 6 months, paid at base salary only. However, we are willing to consider a concession on concurrency — specifically, allowing the garden leave period to run concurrently with the first 6 months of the non-compete period. This effectively reduces the total post-active-employment restriction period from 18 months (under our fallback non-compete duration) to 12 months following th

5. Recommended Final Fallback Package If needed, our recommended final fallback position on restrictive covenants is as follows: • 18-month non-compete • Geographic scope: North America and Western Europe • Narrower activity definition (functional "primarily engaged" standard) • 6-month garden leave running concurrently with first 6 months of non-compete period • Net effective post-garden-leave restriction: 12 months

6. Non-Solicitation. Willing to reduce from 24 months to 18 months post-termination if needed as part of a broader compromise, but we should maintain coverage of both employees and customers. Customer non-solicitation is particularly important given the relationship-driven nature of NTP's enterprise business and the risk that a departing CEO could leverage personal relationships with key customers to redirect busines