1022-00003 · Northgate Telecommunications PLC · Engagement

engagement-letter-ntp-activism.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

7 Finsbury Square, London EC2A 1AF, United Kingdom 450 Lexington Avenue, New York, NY 10017 1201 North Market Street, Suite 1400, Wilmington, DE 19801

www.calderwoodharkness.com

February 28, 2023

Priya Nandakumar, Esq. General Counsel & Corporate Secretary Northgate Telecommunications PLC 45 Broadwick Street London W1F 0DB United Kingdom

Re: Engagement of Calderwood & Harkness LLP — Shareholder Activism Response Calderwood & Harkness Matter No. 1022-00003

Dear Ms. Nandakumar:

Thank you for selecting Calderwood & Harkness LLP ("Calderwood & Harkness," "we," "us," or the "Firm") to serve as outside counsel to Northgate Telecommunications PLC ("Northgate" or the "Company"). We are pleased to have the opportunity to advise the Company in connection with this important matter.

The purpose of this engagement letter is to set forth the terms and conditions upon which Calderwood & Harkness will represent the Company in connection with Northgate's response to the shareholder activism campaign initiated by Greystone Capital Partners LP ("Greystone"), a Delaware limited partnership. The scope of this engagement encompasses, among other things, the analysis of Greystone's Schedule 13D filing with the United States Securities and Exchange Commission (the "SEC") dated February 14, 2023, ongoing advisory services to the Company's Board of Directors (the "Board"), the negotiation and documentation of a potential cooperation agreement or similar settlement arrangement with Greystone, and proxy contest preparedness in advance of the Company's 2023 Annual General Meeting of Stockholders (the "AGM"). This engagement has been assigned Calderwood & Harkness Matter No. 1022-00003 for internal reference purposes.

This engagement letter supersedes any and all prior oral or written understandings, discussions, or correspondence between the parties regarding the scope, terms, or conditions of this engagement. By countersigning this letter in the space provided below, the Company acknowledges and agrees to the terms set forth herein.

The specific terms of our engagement are as follows:

1. The Client

The client in this engagement is Northgate Telecommunications PLC, a public limited company incorporated under the laws of the State of Delaware, with its principal executive offices located at 45 Broadwick Street, London W1F 0DB, United Kingdom. The Company's shares of common stock, par value $0.01 per share (the "Common Stock"), are listed on the New York Stock Exchange under the ticker symbol "NTP." The Company maintains a Delaware registered office at c/o Meridian Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801. For reference, the Company's Delaware incorporation file number is 5738291, its SEC Central Index Key ("CIK") is 0001847263, and its Employer Identification Number ("EIN") is 84-3291057.

The Company should understand that Calderwood & Harkness represents only Northgate Telecommunications PLC in connection with this engagement. We do not, by virtue of this engagement, represent any individual director, officer, employee, shareholder, subsidiary, affiliate, or other person or entity associated with the Company. While we expect to interact frequently with directors, officers, and other representatives of the Company in the course of performing our services, any such interactions are undertaken solely on behalf of, and in furtherance of, our representation of the Company as an entity. To the extent any individual director, officer, or other person seeks legal advice in his or her individual capacity in connection with the matters covered by this engagement or otherwise, such individual should retain separate counsel.

2. Scope of Engagement

2.1 General Description of Matter

Calderwood & Harkness will represent Northgate in connection with the Company's response to the activism campaign being conducted by Greystone Capital Partners LP. On February 14, 2023, Greystone filed a Schedule 13D with the SEC disclosing beneficial ownership of 28,016,000 shares of NTP Common Stock, representing approximately 6.8% of the 412,000,000 shares of Common Stock outstanding as of the most recent practicable date. Subsequently, on February 22, 2023, Greystone published an open letter addressed to the NTP Board of Directors in which Greystone set forth certain demands and proposals, including:

(i) the appointment of two Greystone-designated director nominees to the Board of Directors;

(ii) the formation of an operational excellence committee of the Board to oversee cost reduction and margin improvement initiatives;

(iii) the initiation of a comprehensive strategic review of NTP's Enterprise Software Division, including consideration of a potential sale, spin-off, or other separation transaction; and

(iv) the implementation of a $500 million accelerated share repurchase program to return capital to stockholders.

This matter was opened on February 27, 2023, following discussions between the Firm and the Company regarding the scope and terms of our engagement.

2.2 Specific Scope of Services

Subject to the limitations set forth in Section 2.3 below, the Firm's services in connection with this engagement will include the following:

(a) Analysis of Greystone's Schedule 13D Filing. Calderwood & Harkness will analyze Greystone's Schedule 13D filing, including a thorough review of beneficial ownership disclosures, the identification of all reporting persons and their relationships, the stated purposes of the acquisition of NTP Common Stock, any plans or proposals described therein, and the overall compliance of the filing with the requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. This analysis will include assessment of whether any amendments to the Schedule 13D are required or may be forthcoming based on Greystone's stated intentions and public statements, as well as identification of any disclosure deficiencies or inaccuracies that may provide the Company with strategic leverage.

(b) Board Advisory on Fiduciary Duties. The Firm will provide advisory services to the NTP Board of Directors (currently consisting of 11 directors and chaired by Sir Edmund Prumvane, with Fiona Caldwell serving as Chief Executive Officer) regarding the fiduciary duties of the Board under the Delaware General Corporation Law (the "DGCL") in the context of responding to the Greystone activism campaign. This advisory will include consideration of the Board's duties of care, loyalty, and good faith, the application of the business judgment rule, and the enhanced scrutiny standards that may apply to certain defensive measures. In connection with this advisory, the Firm will review and analyze the Company's Certificate of Incorporation, as last amended on May 14, 2021, and the Company's Bylaws, as last amended on November 3, 2022, to assess the Board's authority and any relevant governance provisions.

(c) Review of Advance Notice Bylaw Provisions. Calderwood & Harkness will review and analyze the Company's advance notice bylaw provisions as they relate to the 2023 AGM, which is currently scheduled for July 12, 2023. Based on our preliminary review, the advance notice deadline for stockholder nominations and proposals is April 12, 2023 (90 days prior to the AGM date). The Firm will assess the enforceability of these provisions, advise the Company on the procedural and substantive requirements applicable to any nomination notice that Greystone or its affiliates may submit, and assist the Company in evaluating and responding to any such notice.

(d) Negotiation and Documentation of Cooperation Agreement. The Firm will lead negotiations, on behalf of the Company, with Greystone and its outside counsel, Whitaker, Drummond & Chase LLP, toward the potential execution of a cooperation agreement, standstill agreement, or similar settlement arrangement. This work will include the preparation of initial drafts, review and analysis of counterparty proposals, negotiation of key terms (including, without limitation, board representation, standstill restrictions, voting commitments, information rights, and confidentiality provisions), and the preparation of definitive documentation.

(e) Proxy Contest Preparedness. In the event that negotiations with Greystone do not result in a settlement or if the Company determines that parallel preparation is warranted, Calderwood & Harkness will assist the Company with proxy contest preparedness activities. This will include coordination with the Company's proxy solicitor, Hargrove Advisory Group LLC ("Hargrove"), and the Company's financial advisor, Esterline Partners LLC ("Esterline"), regarding strategy, stockholder outreach, and communications. The Firm will also advise on SEC rules and regulations governing proxy solicitations, the preparation and review of supplemental proxy materials, and related matters.

(f) SEC Filings. The Firm will prepare or review SEC filings related to the activism response and any settlement, including Current Reports on Form 8-K disclosing material agreements or board changes, and will review relevant portions of the Company's definitive proxy statement for the 2023 AGM to ensure that disclosure related to the activism campaign and any settlement is accurate and complete in all material respects.

(g) Board Resolutions and Corporate Governance Documents. Calderwood & Harkness will prepare board resolutions, committee charters, written consents, and other ancillary corporate governance documents as may be necessary or advisable in connection with the Company's activism response, including resolutions to appoint new directors pursuant to any cooperation agreement, resolutions to form or reconstitute Board committees, and amendments to governance guidelines or policies.

(h) General Corporate and Securities Law Advice. The Firm will provide general corporate and securities law advice to the Company as may be reasonably ancillary to the foregoing services, including advice on Regulation FD compliance, insider trading policies, and stockholder communication protocols during the pendency of the activism campaign.

2.3 Limitations on Scope

Notwithstanding the foregoing, this engagement does not include representation of the Company with respect to the following matters:

(i) any litigation, arbitration, or other dispute resolution proceedings that may arise in connection with the activism campaign, including but not limited to any books-and-records demands under Section 220 of the DGCL, any challenges to the validity of the Company's advance notice bylaw provisions, or any claims by or against Greystone (any such litigation matters would require the execution of a separate engagement letter with appropriate terms);

(ii) any regulatory or listing matters arising under United Kingdom law or the rules and regulations of any UK regulatory authority, including the Financial Conduct Authority;

(iii) any tax advisory or tax planning services, whether relating to the Company, its stockholders, or any contemplated transactions;

(iv) any antitrust, competition, or trade regulation matters; and

(v) the substantive strategic review of any business division of the Company, including the Enterprise Software Division, or any advisory services in connection with potential mergers, acquisitions, divestitures, or other strategic transactions.

If, during the course of this engagement, additional matters arise that fall outside the scope described in Section 2.2, the parties will discuss in good faith whether to expand the scope of this engagement or execute a supplemental engagement letter to address such additional matters on mutually agreed terms.

3. Engagement Team

3.1 Responsible Partner

Angela Fontaine, Partner, will serve as the Responsible Partner for this engagement and as the relationship partner for Northgate. Ms. Fontaine is a member of the Firm's Real Estate practice group and has maintained a longstanding professional relationship with the Company across a range of matters. In her capacity as Responsible Partner, Ms. Fontaine will have overall supervisory responsibility for the engagement and will serve as the primary point of contact for the Company. All significant strategic decisions, client communications, and engagement-level matters should be directed to Ms. Fontaine.

3.2 Billing Partner

Renata Vasquez, Partner, will serve as the Billing Partner for this engagement. Ms. Vasquez is a member of the Firm's Labor & Employment practice group. In her capacity as Billing Partner, Ms. Vasquez will be responsible for billing administration, the review and approval of invoices prior to issuance, and the resolution of any fee-related inquiries or disputes. Questions regarding invoices, billing arrangements, or payment matters should be directed to Ms. Vasquez.

3.3 Lead Associate

Marcus Leung, Senior Associate, will serve as the Lead Associate and principal draftsperson for this engagement. Mr. Leung is a member of the Firm's Banking & Finance practice group. Mr. Leung will be responsible for the day-to-day substantive work on the matter, including the drafting and negotiation of the cooperation agreement and related documents, the preparation of board resolutions and SEC filings, legal research, and direct coordination with the Company's other advisors.

3.4 Working Associate

Sophie Tremblay, Associate, will serve as the Working Associate for this engagement. Ms. Tremblay is a member of the Firm's Banking & Finance practice group. Ms. Tremblay will assist Mr. Leung with legal research, document management, closing mechanics and logistical coordination, due diligence support, and the preparation of ancillary work product.

3.5 Additional Personnel

Calderwood & Harkness reserves the right to assign additional attorneys, paralegals, law clerks, or other professional staff to this engagement as the Firm determines to be reasonably necessary to ensure the effective and timely delivery of legal services. The Company will be notified of any material changes to the composition of the engagement team. Hourly rates for any such additional personnel will be at the Firm's then-current standard rates for professionals of comparable seniority and experience, as described in Section 4 below.

4. Fees and Billing Rates

4.1 Hourly Rates

Calderwood & Harkness will bill for professional services rendered in connection with this engagement on an hourly basis. The following are the Firm's 2023 standard hourly rates for the identified members of the engagement team:

If additional attorneys or other professionals are staffed on this matter, their time will be billed at Calderwood & Harkness's then-current standard rates for professionals of comparable seniority and experience. Paralegal and legal assistant time, if applicable, will be billed at the Firm's standard rates for such personnel, which currently range from $350.00 to $525.00 per hour.

The Firm reserves the right to adjust its hourly rates on an annual basis, with adjustments generally taking effect on January 1 of each calendar year. The Company will be notified in writing of any rate increase at least thirty (30) days prior to the effective date of such increase. In the absence of written objection from the Company within such thirty-day period, the adjusted rates will apply to all services rendered on or after the effective date.

4.2 Fee Estimate

Based on the Firm's current understanding of the scope and complexity of this matter, and taking into account the anticipated timeline and the range of services described in Section 2.2, Calderwood & Harkness estimates that total professional fees for this engagement will be approximately $485,000.00, exclusive of disbursements and expenses described in Section 4.3 below.

This estimate is provided solely for the Company's internal budgeting and planning purposes. It does not constitute a fee cap, a fixed fee, a guaranteed maximum price, or a binding commitment of any kind. Actual fees may be higher or lower than this estimate depending on range factors, many of which are outside the Firm's control, including the duration and complexity of negotiations with Greystone and its counsel, the extent of proxy contest preparation that may be required, the number and nature of Board meetings and advisory sessions, the volume and complexity of SEC filings, and other developments in the matter.

The Firm will endeavor to keep the Company informed on a timely basis if it appears that professional fees will materially exceed this estimate, and will work with the Company to manage costs in a manner consistent with the effective representation of the Company's interests.

4.3 Disbursements and Expenses

In addition to professional fees, the Company will be responsible for the reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with this engagement. Such disbursements and expenses include, but are not limited to, the following:

• Travel expenses (including airfare, ground transportation, hotel accommodations, and meals) incurred in connection with meetings, negotiations, or other activities undertaken on behalf of the Company;

• Messenger and courier charges;

• Filing fees and regulatory charges;

• Document reproduction and printing costs;

• Charges for online legal research databases (including Westmark Data Systems, Sundial Solutions, and similar services);

• Telecommunications charges, including long-distance telephone and videoconferencing costs;

• Charges for external vendors, including court reporters, translation services, and similar professional services; and

• Any other reasonable out-of-pocket costs directly attributable to this engagement.

Disbursements will be billed at the Firm's actual cost or, in the case of internal services (such as photocopying, printing, and internal document delivery), at the Firm's standard internal charge rates, which are designed to approximate the Firm's actual cost for such services.

5. Billing and Payment Terms

5.1 Invoicing. Calderwood & Harkness will render invoices to the Company on a monthly basis. Invoices will be addressed to Priya Nandakumar, General Counsel & Corporate Secretary, Northgate Telecommunications PLC, at the address set forth above, or to such other address, email address, or electronic billing platform as the Company may designate in writing from time to time. Each invoice will contain reasonable detail regarding the professional services performed during the applicable billing period, including the date of each service, the identity of the professional who performed the service, a description of the service, the time expended, and the applicable rate, as well as an itemization of disbursements and expenses incurred.

5.2 Payment. Invoices are due and payable within thirty (30) days of the date of invoice. Payments should be made by wire transfer to the account designated on the invoice or by such other means as the Firm may specify. If any portion of an invoice is disputed, the Company agrees to pay the undisputed portion within the foregoing thirty-day period and to promptly notify the Firm in writing of the nature and basis of the dispute so that the parties may work to resolve the matter expeditiously.

Late payments on undisputed amounts may be subject to a service charge of 1.0% per month (equivalent to 12.0% per annum) on the outstanding balance, to the extent permitted by applicable law. The Firm reserves the right to waive or reduce any such service charge in its sole discretion.

5.3 No Retainer

No advance retainer deposit or security deposit is required for this engagement. The Company's obligations with respect to fees and disbursements shall be as set forth in this Section 5 and in Section 4 above.

6. Conflicts of Interest

Calderwood & Harkness has conducted a conflicts check in accordance with its standard procedures and the applicable rules of professional conduct. Based on the information currently available to the Firm, including the identity of the Company, Greystone, and the other parties and advisors identified in this engagement letter, the Firm has not identified any conflict of interest that would prevent it from undertaking this engagement.

The Company acknowledges that Calderwood & Harkness is a large, multi-office law firm that represents a range clients across numerous industries and practice areas. It is possible that the Firm currently represents, or may in the future represent, other clients whose interests may differ from or be adverse to those of Northgate in matters that are unrelated to this engagement. Such representations may involve clients in the telecommunications industry, clients that are stockholders of the Company, or clients that are parties to transactions or disputes with the Company in contexts wholly separate from the matters covered by this engagement letter.

The Company agrees that Calderwood & Harkness may continue or undertake such representations, provided that they are not substantially related to the subject matter of this engagement and do not involve the assertion of a claim directly against Northgate Telecommunications PLC in connection with the matters described in Section 2 of this engagement letter.

If, during the course of this engagement, the Firm identifies an actual or potential conflict of interest that may affect its ability to continue representing the Company, the Firm will promptly notify the Company in writing. The Firm will, if necessary and appropriate, seek the Company's informed consent to the conflict, propose the implementation of ethical screens or other safeguards, or take such other steps as may be required by the Firm's professional obligations under the applicable rules of professional conduct.

7. Confidentiality and Privilege

Calderwood & Harkness will maintain the confidentiality of all information, documents, and communications provided by the Company to the Firm, or otherwise obtained by the Firm, in connection with this engagement, subject to the Firm's professional and ethical obligations. The Firm will not disclose such information to any third party without the Company's prior written consent, except as may be required by law, court order, or the applicable rules of professional conduct.

The Company acknowledges that communications between Calderwood & Harkness and the Company made for the purpose of obtaining or providing legal advice in connection with this matter are intended to be, and are expected to be, protected by the attorney-client privilege and/or the work product doctrine, to the fullest extent permitted by applicable law. The protection afforded by these doctrines is an important asset of the Company, and both the Firm and the Company share responsibility for preserving it.

To that end, the Company agrees to take reasonable steps to preserve the privileged and confidential nature of such communications, including limiting the internal distribution of attorney-client communications and work product to those officers, directors, employees, and agents of the Company who have a genuine need to know the contents thereof. The Company should consult with the Firm before sharing privileged communications with any third party, including the Company's financial advisors, proxy solicitors, or other consultants, in order to evaluate and, where possible, preserve the privileged status of such communications through the use of common interest agreements or other appropriate mechanisms.

8. Document Retention

Calderwood & Harkness will maintain files, records, and work product relating to this engagement in accordance with the Firm's standard document retention policies, as may be amended from time to time. The Firm's current policy provides for the retention of closed matter files for a period of not less than seven (7) years from the date on which the matter is formally closed in the Firm's records.

Upon expiration of the applicable retention period, the Firm may, at its discretion and in accordance with the applicable rules of professional conduct, dispose of, destroy, or otherwise discard files and records relating to this engagement without further notice to the Company. Notwithstanding the foregoing, if the Company wishes to request the return of original documents or specific materials prior to the expiration of the retention period, the Company should make such request in writing, and the Firm will use reasonable efforts to accommodate such request, subject to the Firm's right to retain copies for its own records and to comply with applicable legal and regulatory requirements.

9. Termination

Either Calderwood & Harkness or the Company may terminate this engagement at any time upon written notice to the other party. The Firm's right to terminate is subject to its professional obligation under the applicable rules of professional conduct to provide reasonable notice to the Company and to take steps reasonably practicable under the circumstances to avoid foreseeable prejudice to the Company's interests, including allowing reasonable time for the retention of successor counsel.

Upon termination of this engagement, regardless of the reason for termination, the Company will remain responsible for the payment of all professional fees and disbursements incurred by the Firm through the effective date of termination, in accordance with the terms set forth in Sections 4 and 5 of this engagement letter.

Following termination, Calderwood & Harkness will cooperate in good faith with the Company and, if applicable, with successor counsel to effect an orderly transition of the matter, including the transfer of relevant files, documents, and work product (subject to the Firm's right to retain copies and to the Company's payment of all outstanding fees and expenses).

10. No Guarantee of Outcome

Calderwood & Harkness will use its best professional efforts and judgment in representing the Company in connection with this engagement. However, the Firm expressly makes no guarantee, warranty, or assurance regarding the outcome of any negotiation, settlement, regulatory process, proxy contest, or other aspect of this engagement. The practice of law, particularly in the context of shareholder activism and corporate governance matters, involves inherent uncertainties, and the outcome of any matter is influenced by numerous factors, many of which are beyond the control of the Firm and the Company.

Any expressions of opinion, assessments of risk, or estimates of likely outcomes communicated by the Firm to the Company, whether orally or in writing, are based on the Firm's professional judgment, experience, and analysis of the facts and law as understood at the time such opinions, assessments, or estimates are provided. They do not constitute guarantees, promises, or assurances of any particular result, and the Company should not rely upon them as such.

11. Governing Law

This engagement letter and the terms and conditions of Calderwood & Harkness's engagement by the Company shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this engagement letter shall be subject to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City and State of New York.

12. Entire Agreement; Amendments

This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Northgate Telecommunications PLC with respect to the engagement described herein. It supersedes all prior and contemporaneous oral or written understandings, agreements, negotiations, representations, and warranties between the parties with respect to the subject matter hereof.

No amendment, modification, supplement, or waiver of any provision of this engagement letter shall be effective unless it is made in writing and signed by a duly authorized representative of each of Calderwood & Harkness LLP and Northgate Telecommunications PLC.

13. Acceptance and Counterparts

We respectfully request that the Company confirm its agreement to the terms and conditions set forth in this engagement letter by having an authorized representative countersign this letter in the space indicated below and return a signed copy to the Firm. A signed copy may be returned by hand delivery, overnight courier, or electronic transmission (including email in PDF format) to the attention of Angela Fontaine at the Firm's New York office.

This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission shall be as effective as delivery of an originally executed counterpart.

We very much look forward to working with you and the Northgate team on this important matter. We are confident that the Firm's experience and capabilities will serve the Company well as it navigates the challenges ahead.

Should you have any questions regarding this engagement letter or the services described herein, please do not hesitate to contact Angela Fontaine at +1 (212) 554-7100 or afontaine@calderwoodharkness.com, or Marcus Leung at +1 (212) 554-7248 or mleung@calderwoodharkness.com.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Angela Fontaine

Title: Partner (Responsible Partner)

Calderwood & Harkness LLP 450 Lexington Avenue New York, NY 10017

ACCEPTANCE BY NORTHGATE TELECOMMUNICATIONS PLC

AGREED AND ACCEPTED:

The undersigned, on behalf of Northgate Telecommunications PLC, hereby confirms that the Company has reviewed and agrees to the terms and conditions set forth in this engagement letter dated February 28, 2023, between Calderwood & Harkness LLP and Northgate Telecommunications PLC.

NORTHGATE TELECOMMUNICATIONS PLC

By: ________

Name: Priya Nandakumar

Title: General Counsel & Corporate Secretary

Date: February 28, 2023

Enclosure: Calderwood & Harkness LLP Standard Terms of Engagement (incorporated by reference but not reproduced herein; a copy has been provided separately to the Company and is available upon request)

Calderwood & Harkness LLP — Matter No. 1022-00003 — Confidential

Professional	Title	Hourly Rate
Angela Fontaine	Partner (Responsible Partner)	$1,650.00
Renata Vasquez	Partner (Billing Partner)	$1,575.00
Marcus Leung	Senior Associate (Lead Associate)	$1,050.00
Sophie Tremblay	Associate (Working Associate)	$875.00

CALDERWOOD & HARKNESS LLP Attorneys at Law
7 Finsbury Square, London EC2A 1AF, United Kingdom 450 Lexington Avenue, New York, NY 10017 1201 North Market Street, Suite 1400, Wilmington, DE 19801
www.calderwoodharkness.com
February 28, 2023
Priya Nandakumar, Esq. General Counsel & Corporate Secretary Northgate Telecommunications PLC 45 Broadwick Street London W1F 0DB United Kingdom
Re: Engagement of Calderwood & Harkness LLP — Shareholder Activism Response Calderwood & Harkness Matter No. 1022-00003
Dear Ms. Nandakumar:
Thank you for selecting Calderwood & Harkness LLP ("Calderwood & Harkness," "we," "us," or the "Firm") to serve as outside counsel to Northgate Telecommunications PLC ("Northgate" or the "Company"). We are pleased to have the opportunity to advise the Company in connection with this important matter.
The purpose of this engagement letter is to set forth the terms and conditions upon which Calderwood & Harkness will represent the Company in connection with Northgate's response to the shareholder activism campaign initiated by Greystone Capital Partners LP ("Greystone"), a Delaware limited partnership. The scope of this engagement encompasses, among other things, the analysis of Greystone's Schedule 13D filing with the United States Securities and Exchange Commission (the "SEC") dated February 14, 2023, ongoing advisory services to the Company's Board of Directors (the "Board"), the negotiation and documentation of a potential cooperation agreement or similar settlement arrangement with Greystone, and proxy contest preparedness in advance of the Company's 2023 Annual General Meeting of Stockholders (the "AGM"). This engagement has been assigned Calderwood & Harkness Matter No. 1022-00003 for internal reference purposes.
This engagement letter supersedes any and all prior oral or written understandings, discussions, or correspondence between the parties regarding the scope, terms, or conditions of this engagement. By countersigning this letter in the space provided below, the Company acknowledges and agrees to the terms set forth herein.
The specific terms of our engagement are as follows:
1. The Client
The client in this engagement is Northgate Telecommunications PLC, a public limited company incorporated under the laws of the State of Delaware, with its principal executive offices located at 45 Broadwick Street, London W1F 0DB, United Kingdom. The Company's shares of common stock, par value $0.01 per share (the "Common Stock"), are listed on the New York Stock Exchange under the ticker symbol "NTP." The Company maintains a Delaware registered office at c/o Meridian Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801. For reference, the Company's Delaware incorporation file number is 5738291, its SEC Central Index Key ("CIK") is 0001847263, and its Employer Identification Number ("EIN") is 84-3291057.
The Company should understand that Calderwood & Harkness represents only Northgate Telecommunications PLC in connection with this engagement. We do not, by virtue of this engagement, represent any individual director, officer, employee, shareholder, subsidiary, affiliate, or other person or entity associated with the Company. While we expect to interact frequently with directors, officers, and other representatives of the Company in the course of performing our services, any such interactions are undertaken solely on behalf of, and in furtherance of, our representation of the Company as an entity. To the extent any individual director, officer, or other person seeks legal advice in his or her individual capacity in connection with the matters covered by this engagement or otherwise, such individual should retain separate counsel.
2. Scope of Engagement
2.1 General Description of Matter
Calderwood & Harkness will represent Northgate in connection with the Company's response to the activism campaign being conducted by Greystone Capital Partners LP. On February 14, 2023, Greystone filed a Schedule 13D with the SEC disclosing beneficial ownership of 28,016,000 shares of NTP Common Stock, representing approximately 6.8% of the 412,000,000 shares of Common Stock outstanding as of the most recent practicable date. Subsequently, on February 22, 2023, Greystone published an open letter addressed to the NTP Board of Directors in which Greystone set forth certain demands and proposals, including:
(i) the appointment of two Greystone-designated director nominees to the Board of Directors;
(ii) the formation of an operational excellence committee of the Board to oversee cost reduction and margin improvement initiatives;
(iii) the initiation of a comprehensive strategic review of NTP's Enterprise Software Division, including consideration of a potential sale, spin-off, or other separation transaction; and
(iv) the implementation of a $500 million accelerated share repurchase program to return capital to stockholders.
This matter was opened on February 27, 2023, following discussions between the Firm and the Company regarding the scope and terms of our engagement.
2.2 Specific Scope of Services
Subject to the limitations set forth in Section 2.3 below, the Firm's services in connection with this engagement will include the following:
(a) Analysis of Greystone's Schedule 13D Filing. Calderwood & Harkness will analyze Greystone's Schedule 13D filing, including a thorough review of beneficial ownership disclosures, the identification of all reporting persons and their relationships, the stated purposes of the acquisition of NTP Common Stock, any plans or proposals described therein, and the overall compliance of the filing with the requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. This analysis will include assessment of whether any amendments to the Schedule 13D are required or may be forthcoming based on Greystone's stated intentions and public statements, as well as identification of any disclosure deficiencies or inaccuracies that may provide the Company with strategic leverage.
(b) Board Advisory on Fiduciary Duties. The Firm will provide advisory services to the NTP Board of Directors (currently consisting of 11 directors and chaired by Sir Edmund Prumvane, with Fiona Caldwell serving as Chief Executive Officer) regarding the fiduciary duties of the Board under the Delaware General Corporation Law (the "DGCL") in the context of responding to the Greystone activism campaign. This advisory will include consideration of the Board's duties of care, loyalty, and good faith, the application of the business judgment rule, and the enhanced scrutiny standards that may apply to certain defensive measures. In connection with this advisory, the Firm will review and analyze the Company's Certificate of Incorporation, as last amended on May 14, 2021, and the Company's Bylaws, as last amended on November 3, 2022, to assess the Board's authority and any relevant governance provisions.
(c) Review of Advance Notice Bylaw Provisions. Calderwood & Harkness will review and analyze the Company's advance notice bylaw provisions as they relate to the 2023 AGM, which is currently scheduled for July 12, 2023. Based on our preliminary review, the advance notice deadline for stockholder nominations and proposals is April 12, 2023 (90 days prior to the AGM date). The Firm will assess the enforceability of these provisions, advise the Company on the procedural and substantive requirements applicable to any nomination notice that Greystone or its affiliates may submit, and assist the Company in evaluating and responding to any such notice.
(d) Negotiation and Documentation of Cooperation Agreement. The Firm will lead negotiations, on behalf of the Company, with Greystone and its outside counsel, Whitaker, Drummond & Chase LLP, toward the potential execution of a cooperation agreement, standstill agreement, or similar settlement arrangement. This work will include the preparation of initial drafts, review and analysis of counterparty proposals, negotiation of key terms (including, without limitation, board representation, standstill restrictions, voting commitments, information rights, and confidentiality provisions), and the preparation of definitive documentation.
(e) Proxy Contest Preparedness. In the event that negotiations with Greystone do not result in a settlement or if the Company determines that parallel preparation is warranted, Calderwood & Harkness will assist the Company with proxy contest preparedness activities. This will include coordination with the Company's proxy solicitor, Hargrove Advisory Group LLC ("Hargrove"), and the Company's financial advisor, Esterline Partners LLC ("Esterline"), regarding strategy, stockholder outreach, and communications. The Firm will also advise on SEC rules and regulations governing proxy solicitations, the preparation and review of supplemental proxy materials, and related matters.
(f) SEC Filings. The Firm will prepare or review SEC filings related to the activism response and any settlement, including Current Reports on Form 8-K disclosing material agreements or board changes, and will review relevant portions of the Company's definitive proxy statement for the 2023 AGM to ensure that disclosure related to the activism campaign and any settlement is accurate and complete in all material respects.
(g) Board Resolutions and Corporate Governance Documents. Calderwood & Harkness will prepare board resolutions, committee charters, written consents, and other ancillary corporate governance documents as may be necessary or advisable in connection with the Company's activism response, including resolutions to appoint new directors pursuant to any cooperation agreement, resolutions to form or reconstitute Board committees, and amendments to governance guidelines or policies.
(h) General Corporate and Securities Law Advice. The Firm will provide general corporate and securities law advice to the Company as may be reasonably ancillary to the foregoing services, including advice on Regulation FD compliance, insider trading policies, and stockholder communication protocols during the pendency of the activism campaign.
2.3 Limitations on Scope
Notwithstanding the foregoing, this engagement does not include representation of the Company with respect to the following matters:
(i) any litigation, arbitration, or other dispute resolution proceedings that may arise in connection with the activism campaign, including but not limited to any books-and-records demands under Section 220 of the DGCL, any challenges to the validity of the Company's advance notice bylaw provisions, or any claims by or against Greystone (any such litigation matters would require the execution of a separate engagement letter with appropriate terms);
(ii) any regulatory or listing matters arising under United Kingdom law or the rules and regulations of any UK regulatory authority, including the Financial Conduct Authority;
(iii) any tax advisory or tax planning services, whether relating to the Company, its stockholders, or any contemplated transactions;
(iv) any antitrust, competition, or trade regulation matters; and
(v) the substantive strategic review of any business division of the Company, including the Enterprise Software Division, or any advisory services in connection with potential mergers, acquisitions, divestitures, or other strategic transactions.
If, during the course of this engagement, additional matters arise that fall outside the scope described in Section 2.2, the parties will discuss in good faith whether to expand the scope of this engagement or execute a supplemental engagement letter to address such additional matters on mutually agreed terms.
3. Engagement Team
3.1 Responsible Partner
Angela Fontaine, Partner, will serve as the Responsible Partner for this engagement and as the relationship partner for Northgate. Ms. Fontaine is a member of the Firm's Real Estate practice group and has maintained a longstanding professional relationship with the Company across a range of matters. In her capacity as Responsible Partner, Ms. Fontaine will have overall supervisory responsibility for the engagement and will serve as the primary point of contact for the Company. All significant strategic decisions, client communications, and engagement-level matters should be directed to Ms. Fontaine.
3.2 Billing Partner
Renata Vasquez, Partner, will serve as the Billing Partner for this engagement. Ms. Vasquez is a member of the Firm's Labor & Employment practice group. In her capacity as Billing Partner, Ms. Vasquez will be responsible for billing administration, the review and approval of invoices prior to issuance, and the resolution of any fee-related inquiries or disputes. Questions regarding invoices, billing arrangements, or payment matters should be directed to Ms. Vasquez.
3.3 Lead Associate
Marcus Leung, Senior Associate, will serve as the Lead Associate and principal draftsperson for this engagement. Mr. Leung is a member of the Firm's Banking & Finance practice group. Mr. Leung will be responsible for the day-to-day substantive work on the matter, including the drafting and negotiation of the cooperation agreement and related documents, the preparation of board resolutions and SEC filings, legal research, and direct coordination with the Company's other advisors.
3.4 Working Associate
Sophie Tremblay, Associate, will serve as the Working Associate for this engagement. Ms. Tremblay is a member of the Firm's Banking & Finance practice group. Ms. Tremblay will assist Mr. Leung with legal research, document management, closing mechanics and logistical coordination, due diligence support, and the preparation of ancillary work product.
3.5 Additional Personnel
Calderwood & Harkness reserves the right to assign additional attorneys, paralegals, law clerks, or other professional staff to this engagement as the Firm determines to be reasonably necessary to ensure the effective and timely delivery of legal services. The Company will be notified of any material changes to the composition of the engagement team. Hourly rates for any such additional personnel will be at the Firm's then-current standard rates for professionals of comparable seniority and experience, as described in Section 4 below.
4. Fees and Billing Rates
4.1 Hourly Rates
Calderwood & Harkness will bill for professional services rendered in connection with this engagement on an hourly basis. The following are the Firm's 2023 standard hourly rates for the identified members of the engagement team:
If additional attorneys or other professionals are staffed on this matter, their time will be billed at Calderwood & Harkness's then-current standard rates for professionals of comparable seniority and experience. Paralegal and legal assistant time, if applicable, will be billed at the Firm's standard rates for such personnel, which currently range from $350.00 to $525.00 per hour.
The Firm reserves the right to adjust its hourly rates on an annual basis, with adjustments generally taking effect on January 1 of each calendar year. The Company will be notified in writing of any rate increase at least thirty (30) days prior to the effective date of such increase. In the absence of written objection from the Company within such thirty-day period, the adjusted rates will apply to all services rendered on or after the effective date.
4.2 Fee Estimate
Based on the Firm's current understanding of the scope and complexity of this matter, and taking into account the anticipated timeline and the range of services described in Section 2.2, Calderwood & Harkness estimates that total professional fees for this engagement will be approximately $485,000.00, exclusive of disbursements and expenses described in Section 4.3 below.
This estimate is provided solely for the Company's internal budgeting and planning purposes. It does not constitute a fee cap, a fixed fee, a guaranteed maximum price, or a binding commitment of any kind. Actual fees may be higher or lower than this estimate depending on range factors, many of which are outside the Firm's control, including the duration and complexity of negotiations with Greystone and its counsel, the extent of proxy contest preparation that may be required, the number and nature of Board meetings and advisory sessions, the volume and complexity of SEC filings, and other developments in the matter.
The Firm will endeavor to keep the Company informed on a timely basis if it appears that professional fees will materially exceed this estimate, and will work with the Company to manage costs in a manner consistent with the effective representation of the Company's interests.
4.3 Disbursements and Expenses
In addition to professional fees, the Company will be responsible for the reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with this engagement. Such disbursements and expenses include, but are not limited to, the following:
•  Travel expenses (including airfare, ground transportation, hotel accommodations, and meals) incurred in connection with meetings, negotiations, or other activities undertaken on behalf of the Company;
•  Messenger and courier charges;
•  Filing fees and regulatory charges;
•  Document reproduction and printing costs;
•  Charges for online legal research databases (including Westmark Data Systems, Sundial Solutions, and similar services);
•  Telecommunications charges, including long-distance telephone and videoconferencing costs;
•  Charges for external vendors, including court reporters, translation services, and similar professional services; and
•  Any other reasonable out-of-pocket costs directly attributable to this engagement.
Disbursements will be billed at the Firm's actual cost or, in the case of internal services (such as photocopying, printing, and internal document delivery), at the Firm's standard internal charge rates, which are designed to approximate the Firm's actual cost for such services.
5. Billing and Payment Terms
5.1 Invoicing.  Calderwood & Harkness will render invoices to the Company on a monthly basis. Invoices will be addressed to Priya Nandakumar, General Counsel & Corporate Secretary, Northgate Telecommunications PLC, at the address set forth above, or to such other address, email address, or electronic billing platform as the Company may designate in writing from time to time. Each invoice will contain reasonable detail regarding the professional services performed during the applicable billing period, including the date of each service, the identity of the professional who performed the service, a description of the service, the time expended, and the applicable rate, as well as an itemization of disbursements and expenses incurred.
5.2 Payment.  Invoices are due and payable within thirty (30) days of the date of invoice. Payments should be made by wire transfer to the account designated on the invoice or by such other means as the Firm may specify. If any portion of an invoice is disputed, the Company agrees to pay the undisputed portion within the foregoing thirty-day period and to promptly notify the Firm in writing of the nature and basis of the dispute so that the parties may work to resolve the matter expeditiously.
Late payments on undisputed amounts may be subject to a service charge of 1.0% per month (equivalent to 12.0% per annum) on the outstanding balance, to the extent permitted by applicable law. The Firm reserves the right to waive or reduce any such service charge in its sole discretion.
5.3 No Retainer
No advance retainer deposit or security deposit is required for this engagement. The Company's obligations with respect to fees and disbursements shall be as set forth in this Section 5 and in Section 4 above.
6. Conflicts of Interest
Calderwood & Harkness has conducted a conflicts check in accordance with its standard procedures and the applicable rules of professional conduct. Based on the information currently available to the Firm, including the identity of the Company, Greystone, and the other parties and advisors identified in this engagement letter, the Firm has not identified any conflict of interest that would prevent it from undertaking this engagement.
The Company acknowledges that Calderwood & Harkness is a large, multi-office law firm that represents a range clients across numerous industries and practice areas. It is possible that the Firm currently represents, or may in the future represent, other clients whose interests may differ from or be adverse to those of Northgate in matters that are unrelated to this engagement. Such representations may involve clients in the telecommunications industry, clients that are stockholders of the Company, or clients that are parties to transactions or disputes with the Company in contexts wholly separate from the matters covered by this engagement letter.
The Company agrees that Calderwood & Harkness may continue or undertake such representations, provided that they are not substantially related to the subject matter of this engagement and do not involve the assertion of a claim directly against Northgate Telecommunications PLC in connection with the matters described in Section 2 of this engagement letter.
If, during the course of this engagement, the Firm identifies an actual or potential conflict of interest that may affect its ability to continue representing the Company, the Firm will promptly notify the Company in writing. The Firm will, if necessary and appropriate, seek the Company's informed consent to the conflict, propose the implementation of ethical screens or other safeguards, or take such other steps as may be required by the Firm's professional obligations under the applicable rules of professional conduct.
7. Confidentiality and Privilege
Calderwood & Harkness will maintain the confidentiality of all information, documents, and communications provided by the Company to the Firm, or otherwise obtained by the Firm, in connection with this engagement, subject to the Firm's professional and ethical obligations. The Firm will not disclose such information to any third party without the Company's prior written consent, except as may be required by law, court order, or the applicable rules of professional conduct.
The Company acknowledges that communications between Calderwood & Harkness and the Company made for the purpose of obtaining or providing legal advice in connection with this matter are intended to be, and are expected to be, protected by the attorney-client privilege and/or the work product doctrine, to the fullest extent permitted by applicable law. The protection afforded by these doctrines is an important asset of the Company, and both the Firm and the Company share responsibility for preserving it.
To that end, the Company agrees to take reasonable steps to preserve the privileged and confidential nature of such communications, including limiting the internal distribution of attorney-client communications and work product to those officers, directors, employees, and agents of the Company who have a genuine need to know the contents thereof. The Company should consult with the Firm before sharing privileged communications with any third party, including the Company's financial advisors, proxy solicitors, or other consultants, in order to evaluate and, where possible, preserve the privileged status of such communications through the use of common interest agreements or other appropriate mechanisms.
8. Document Retention
Calderwood & Harkness will maintain files, records, and work product relating to this engagement in accordance with the Firm's standard document retention policies, as may be amended from time to time. The Firm's current policy provides for the retention of closed matter files for a period of not less than seven (7) years from the date on which the matter is formally closed in the Firm's records.
Upon expiration of the applicable retention period, the Firm may, at its discretion and in accordance with the applicable rules of professional conduct, dispose of, destroy, or otherwise discard files and records relating to this engagement without further notice to the Company. Notwithstanding the foregoing, if the Company wishes to request the return of original documents or specific materials prior to the expiration of the retention period, the Company should make such request in writing, and the Firm will use reasonable efforts to accommodate such request, subject to the Firm's right to retain copies for its own records and to comply with applicable legal and regulatory requirements.
9. Termination
Either Calderwood & Harkness or the Company may terminate this engagement at any time upon written notice to the other party. The Firm's right to terminate is subject to its professional obligation under the applicable rules of professional conduct to provide reasonable notice to the Company and to take steps reasonably practicable under the circumstances to avoid foreseeable prejudice to the Company's interests, including allowing reasonable time for the retention of successor counsel.
Upon termination of this engagement, regardless of the reason for termination, the Company will remain responsible for the payment of all professional fees and disbursements incurred by the Firm through the effective date of termination, in accordance with the terms set forth in Sections 4 and 5 of this engagement letter.
Following termination, Calderwood & Harkness will cooperate in good faith with the Company and, if applicable, with successor counsel to effect an orderly transition of the matter, including the transfer of relevant files, documents, and work product (subject to the Firm's right to retain copies and to the Company's payment of all outstanding fees and expenses).
10. No Guarantee of Outcome
Calderwood & Harkness will use its best professional efforts and judgment in representing the Company in connection with this engagement. However, the Firm expressly makes no guarantee, warranty, or assurance regarding the outcome of any negotiation, settlement, regulatory process, proxy contest, or other aspect of this engagement. The practice of law, particularly in the context of shareholder activism and corporate governance matters, involves inherent uncertainties, and the outcome of any matter is influenced by numerous factors, many of which are beyond the control of the Firm and the Company.
Any expressions of opinion, assessments of risk, or estimates of likely outcomes communicated by the Firm to the Company, whether orally or in writing, are based on the Firm's professional judgment, experience, and analysis of the facts and law as understood at the time such opinions, assessments, or estimates are provided. They do not constitute guarantees, promises, or assurances of any particular result, and the Company should not rely upon them as such.
11. Governing Law
This engagement letter and the terms and conditions of Calderwood & Harkness's engagement by the Company shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this engagement letter shall be subject to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City and State of New York.
12. Entire Agreement; Amendments
This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Northgate Telecommunications PLC with respect to the engagement described herein. It supersedes all prior and contemporaneous oral or written understandings, agreements, negotiations, representations, and warranties between the parties with respect to the subject matter hereof.
No amendment, modification, supplement, or waiver of any provision of this engagement letter shall be effective unless it is made in writing and signed by a duly authorized representative of each of Calderwood & Harkness LLP and Northgate Telecommunications PLC.
13. Acceptance and Counterparts
We respectfully request that the Company confirm its agreement to the terms and conditions set forth in this engagement letter by having an authorized representative countersign this letter in the space indicated below and return a signed copy to the Firm. A signed copy may be returned by hand delivery, overnight courier, or electronic transmission (including email in PDF format) to the attention of Angela Fontaine at the Firm's New York office.
This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission shall be as effective as delivery of an originally executed counterpart.
We very much look forward to working with you and the Northgate team on this important matter. We are confident that the Firm's experience and capabilities will serve the Company well as it navigates the challenges ahead.
Should you have any questions regarding this engagement letter or the services described herein, please do not hesitate to contact Angela Fontaine at +1 (212) 554-7100 or afontaine@calderwoodharkness.com, or Marcus Leung at +1 (212) 554-7248 or mleung@calderwoodharkness.com.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Angela Fontaine
Title: Partner (Responsible Partner)
Calderwood & Harkness LLP 450 Lexington Avenue New York, NY 10017
ACCEPTANCE BY NORTHGATE TELECOMMUNICATIONS PLC
AGREED AND ACCEPTED:
The undersigned, on behalf of Northgate Telecommunications PLC, hereby confirms that the Company has reviewed and agrees to the terms and conditions set forth in this engagement letter dated February 28, 2023, between Calderwood & Harkness LLP and Northgate Telecommunications PLC.
NORTHGATE TELECOMMUNICATIONS PLC
By: ________
Name: Priya Nandakumar
Title: General Counsel & Corporate Secretary
Date: February 28, 2023
Enclosure: Calderwood & Harkness LLP Standard Terms of Engagement (incorporated by reference but not reproduced herein; a copy has been provided separately to the Company and is available upon request)
Calderwood & Harkness LLP — Matter No. 1022-00003 — Confidential
Professional | Title | Hourly Rate
Angela Fontaine | Partner (Responsible Partner) | $1,650.00
Renata Vasquez | Partner (Billing Partner) | $1,575.00
Marcus Leung | Senior Associate (Lead Associate) | $1,050.00
Sophie Tremblay | Associate (Working Associate) | $875.00

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACCEPTANCE BY NORTHGATE TELECOMMUNICATIONS PLC

AGREED AND ACCEPTED:

NORTHGATE TELECOMMUNICATIONS PLC

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