Contract analysis

I. Executive Summary This memorandum provides a comprehensive section-by-section analysis of the marked-up term sheet (v2) returned by Hargrove & Liddell LLP ("H&L"), through lead partner Victoria Hargrove, on June 17, 2024, on behalf of Marcus Elliot Harding ("Harding"), in response to the initial term sheet circulated by Calderwood & Harkness LLP on behalf of Northgate Telecommunications PLC ("NTP" or the "Company"

II. Methodology and Organization This analysis was prepared by comparing the H&L redline (v2, received June 17, 2024) against Calderwood & Harkness's initial term sheet (v1, circulated June 10, 2024). The analysis is organized section-by-section, tracking the structure of the NTP v1 Term Sheet to facilitate ease of reference for all parties. For each section of the term sheet, this memorandum includes: (a) NTP's Orig

III. Section-by-Section Analysis A. Employment Term and Start Date NTP Proposal (v1): Five-year initial term commencing October 1, 2024, and ending September 30, 2029, with automatic one-year renewal periods unless either party provides written notice of non-renewal at least 180 days prior to the end of the then-current term. H&L Redline (v2): H&L accepted the five-year initial term and the automatic renewal structur

I. Severance — Termination Without Cause / Resignation for Good Reason (Non-CIC) — MATERIAL DEPARTURE — NTP Proposal (v1): Upon termination of employment by NTP without Cause or by Harding for Good Reason, in either case not in connection with a Change in Control, Harding would be entitled to the following severance benefits: (a) cash severance equal to 2x the sum of base salary and target bonus (2 × ($1,750,000 + $3