Contract analysis

I. Executive Summary This memorandum analyzes the proposed dual-contract architecture for the incoming Chief Executive Officer of Northgate Telecommunications PLC ("NTP" or "Northgate"), Marcus Elliot Harding ("Harding"). The purpose of this analysis is to identify and address the principal structural, legal, tax, and regulatory issues that arise from the proposed arrangement, and to provide drafting recommendations

1. Primary Employment Agreement — between Harding and Northgate Telecommunications US, Inc. ("NTP US"), a Delaware corporation and wholly-owned US subsidiary of NTP, governed by the law of the State of New York; and

2. Secondary Service Agreement — between Harding and Northgate Telecommunications PLC, a public limited company incorporated in England and Wales (registered number 07381264), governed by the law of England and Wales. Under this structure, Harding will serve as Group CEO of the entire NTP enterprise. His time will be split approximately 80% US-based, operating out of NTP's US Operations Headquarters located at 600 Le

II. Rationale for the Dual-Contract Structure A. Corporate and Governance Considerations Northgate Telecommunications PLC is a UK-headquartered publicly traded telecommunications company listed on the Premium Segment of the Main Market of the London Stock Exchange (ticker: NTP) and cross-listed on the New York Stock Exchange via American Depositary Receipts (ticker: NTPC). As a UK public limited company, Northgate is

III. Primary Agreement: US Employment Agreement A. Contracting Parties The primary employment agreement will be entered into between the following parties: • Employer: Northgate Telecommunications US, Inc. ("NTP US"), a corporation organized and existing under the laws of the State of Delaware, and a wholly-owned subsidiary of Northgate Telecommunications PLC. NTP US serves as the holding entity for NTP's US operatio

1. Base Salary Base salary of $1,750,000 per annum, payable in accordance with NTP US's standard payroll practices (semi-monthly or bi-weekly). This amount should be set forth exclusively in the US employment agreement.

2. Annual Incentive Compensation (Bonus) Target annual incentive of 175% of base salary, equal to $3,062,500 at target. Maximum annual incentive of 300% of base salary, equal to $5,250,000. The annual incentive will be based on performance metrics established by the Remuneration Committee of NTP PLC in consultation with the CEO. The terms of the annual incentive — including target, maximum, performance metrics, and p

3. Sign-On Cash Bonus (Make-Whole) A sign-on cash bonus of $5,000,000, payable within 30 days of Harding's start date, designed as a partial make-whole for compensation forfeited upon his departure from Marlowe Asset Management Digital Holdings, Inc. This payment will be subject to a 24-month clawback provision in the event of Harding's voluntary resignation without good reason. The sign-on bonus should be documented

4. Sign-On Equity Grants (Make-Whole) Sign-on equity grants consisting of: • Restricted Stock Units ("RSUs") with a grant-date value of $12,000,000, subject to three-year ratable vesting (one-third vesting on each of the first three anniversaries of the grant date); and • Performance Stock Units ("PSUs") with a grant-date target value of $6,400,000, subject to three-year cliff vesting based on performance metrics to

5. Annual Long-Term Incentive ("LTI") Target Annual LTI target of $9,000,000 per year, allocated 60% in PSUs and 40% in RSUs under the Northgate Telecommunications PLC 2022 Omnibus Incentive Plan (the "2022 Plan"). As of the date of this memorandum, there are approximately 14,200,000 shares remaining in the equity pool under the 2022 Plan. Harding's sign-on equity grants plus first-year annual LTI grants would have a

6. Retirement and Deferred Compensation • 401(k) plan: Harding will be eligible to participate in NTP US's 401(k) plan, with a 6% employer matching contribution. Based on the current IRS annual contribution limit for employer matches and the applicable compensation cap, the estimated annual employer match is up to $105,000, subject to applicable IRS limits and plan terms. • Supplemental Executive Retirement Plan ("SE

7. Perquisites and Benefits The US employment agreement should provide for the following perquisites and benefits: • Annual car allowance of $25,000; • Participation in NTP US's executive health program, including annual comprehensive physical examination; • Supplemental life insurance with a death benefit of $2,000,000, provided at NTP US's expense; • Reimbursement for financial and tax planning services up to $35,0

8. Recommendation on Allocation It is strongly recommended that the compensation be structured so that all base salary, annual incentive, equity grants, sign-on payments, retirement contributions, and perquisites are allocated to and payable under the US employment agreement. The UK service agreement should either (a) provide for a separate nominal director's fee (in the range of £50,000 to £100,000 per annum, as dis

1. Non-Change-in-Control Severance The proposed severance terms for a termination without cause or a resignation for good reason (in the absence of a change in control) are as follows: • Cash severance: 2x (base salary + target annual incentive) = 2 × ($1,750,000 + $3,062,500) = $9,625,000, payable in installments over a 24-month period following the date of termination (subject to Section 409A timing requirements);

2. Change-in-Control Severance Change-in-control severance is currently proposed at 2.5x (base salary + target annual incentive) = 2.5 × ($1,750,000 + $3,062,500) = $12,031,250, payable in a lump sum (subject to Section 409A requirements). The CIC package also includes full accelerated vesting of all outstanding equity awards and a "best-net" cutback provision under Section 280G of the Internal Revenue Code. The Sect

3. UK Service Agreement Cross-Reference The UK service agreement should include an express provision stating that (a) severance, if any, is payable exclusively under the US employment agreement, (b) no severance or termination payment is payable under the UK service agreement, and (c) the termination of the UK service agreement does not give rise to any claim for damages, compensation, or payment in lieu of notice ex

1. Non-Competition. Northgate's initial proposal is for a 24-month worldwide non-compete. However, the enforceability of a 24-month non-compete under New York law presents significant concerns. New York courts have historically been skeptical of non-compete agreements that exceed 12 to 18 months in duration or that extend beyond the geographic areas in which the employer has a legitimate protectable interest. While t

2. Non-Solicitation. A 24-month non-solicitation provision prohibiting Harding from soliciting or hiring NTP employees, and from soliciting NTP customers and business partners, is standard and generally enforceable under New York law if reasonably tailored.

3. Non-Disparagement. A mutual non-disparagement provision is recommended, prohibiting both Harding and NTP from making disparaging statements about the other following termination.

4. Garden Leave Northgate has proposed a 6-month paid garden leave provision at base salary. Garden leave should be structured in the US employment agreement, with the garden leave period running concurrently with the non-compete period (i.e., the 6 months of garden leave would count toward the first 6 months of the 18- or 24-month non-compete period, not extend it). This structure enhances the enforceability of the

5. UK Supplemental Restrictive Covenants The UK service agreement may contain supplemental restrictive covenants tailored to UK enforceability requirements, as recommended by Moorfield Bates. UK courts apply their own independent reasonableness test to restrictive covenants, and a covenant governed by New York law may not be enforceable in the UK as a matter of UK public policy. However, care must be taken to avoid i

6. Existing Marlowe Asset Management Non-Compete A separate but related issue is Harding's existing 12-month non-compete with Marlowe Asset Management Digital Holdings, Inc., which is US-scope and governed by Delaware law. The potential overlap between Harding's obligations to Marlowe Asset Management and his proposed obligations to NTP must be carefully analyzed. James Underwood's separate memorandum of June 9, 2024

1. Contractual Indemnification The US employment agreement should contain indemnification provisions under which NTP US agrees to indemnify Harding to the fullest extent permitted by law against all losses, claims, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to his service as an officer, director, or employee of NTP US, NTP PLC, or any of their subsidiaries or affi

2. D&O Insurance Harding should be named as an insured under NTP's existing Directors and Officers liability insurance policy. NTP's primary D&O insurer is Ashdown Surety & Insurance Co., located at 70 Pine Street, New York, NY 10005. The current policy is policy number ASI-D&O-NTP-2024-4471, with limits of $50,000,000 per occurrence and $100,000,000 in the aggregate. The US employment agreement should include: • A c

3. Cross-Reference to UK Indemnification The US agreement should cross-reference any indemnification provisions contained in the UK service agreement and in NTP PLC's articles of association. Under English law, a company's ability to indemnify its directors is more limited than under Delaware law — section 232 of the UK Companies Act 2006 prohibits a company from exempting a director from liability for negligence, de

IV. Secondary Agreement: UK Service Agreement A. Contracting Parties The UK service agreement will be entered into between: • Company: Northgate Telecommunications PLC, a public limited company incorporated in England and Wales under registered number 07381264, with its registered office at 45 Canary Wharf Tower, One Canada Square, London E14 5AB. • Director: Marcus Elliot Harding. B. Governing Law The UK service agr

1. Nominal director's fee. The UK service agreement could provide for a modest annual director's fee in the range of £50,000 to £100,000, reflecting the board service component of Harding's role. This fee would be subject to UK income tax (PAYE) and potentially UK National Insurance Contributions (NICs), but the quantum would be relatively modest. A nominal fee may be appropriate for optics and governance purposes —

2. No separate remuneration. Alternatively, the UK service agreement could state expressly that the director's compensation for all services — including services rendered to NTP PLC — is paid under the US employment agreement with NTP US, and that no separate remuneration is payable under the UK service agreement. This approach minimizes UK PAYE exposure but may raise questions about consideration for the UK agreemen

V. FCA Senior Managers & Certification Regime (SM&CR) Compliance A. Applicability Northgate Telecommunications PLC holds regulated telecommunications licenses in the United Kingdom. The scope and nature of those licenses — and whether NTP PLC or any of its UK subsidiaries is an "authorized person" under the Financial Services and Markets Act 2000 ("FSMA") — will determine whether the FCA's Senior Managers & Certifica

VI. Tax Considerations A. US Federal and State Income Tax Harding is a US citizen and a domiciliary and statutory resident of New York. As such, he is subject to the following tax obligations: US federal income tax. As a US citizen, Harding is subject to US federal income tax on his worldwide income, regardless of where that income is earned. The current top marginal federal income tax rate is 37% (for the 2024 tax y