1022-00004 · Northgate Telecommunications PLC · Billing

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

Attorneys at Law

299 Park Avenue, 42nd Floor New York, NY 10171

20 Fenchurch Street, 15th Floor London EC3M 3BY, United Kingdom

October 7, 2024

VIA EMAIL AND HARD COPY

Elaine Whitford Senior Vice President & Group General Counsel Northgate Telecommunications PLC 600 Lexington Avenue, 38th Floor New York, NY 10022

Copies to: Northgate Telecommunications PLC Registered Office 45 Canary Wharf Tower One Canada Square London E14 5AB United Kingdom

Re: Formal Closing of Engagement — Matter No. 1022-00004 Northgate Telecommunications PLC — CEO Employment Agreement Negotiation (Marcus Elliot Harding)

Dear Ms. Whitford:

I. Purpose of This Letter

Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is writing to formally confirm the closing of engagement 1022-00004 (the "Engagement" or the "Matter"). This letter memorializes the conclusion of the Firm's representation of Northgate Telecommunications PLC ("Northgate" or the "Company") in connection with the negotiation and drafting of an executive employment agreement for Mr. Marcus Elliot Harding, the Company's then-prospective Chief Executive Officer.

As you are aware, Calderwood & Harkness was retained pursuant to an engagement letter executed on June 4, 2024, to negotiate and draft the definitive executive employment agreement between Northgate (through its wholly owned U.S. subsidiary, Northgate Telecommunications US, Inc.) and Mr. Harding. The Engagement has concluded following the Board of Directors' unanimous resolution, adopted on September 12, 2024, to terminate negotiations with Mr. Harding. No definitive employment agreement was executed between the Company and Mr. Harding at any point during the course of this Engagement. Accordingly, the matter status is now recorded as Closed — Terminated in the Firm's matter management system.

The purpose of this letter is to provide a comprehensive summary of the Engagement, including its scope, key milestones, and outcome; to set forth the final billing summary and trust account reconciliation; to address document retention and file handling protocols; and to confirm that the Firm has no ongoing obligations in connection with this Matter.

II. Summary of Engagement

A. Engagement Inception

A conflicts check was initiated and cleared on June 3, 2024. The engagement letter, setting forth the terms and conditions of the Firm's representation, was executed by you on behalf of Northgate on June 4, 2024. A retainer in the amount of $75,000.00 was received and deposited into the Firm's client trust account on June 5, 2024.

B. Client. The client in this Matter is Northgate Telecommunications PLC, a public limited company incorporated and registered in England and Wales under registered number 07381264. Northgate's ordinary shares are listed on the London Stock Exchange (LON: NTP) and its American Depositary Shares are listed on the New York Stock Exchange (NYSE: NTPC).

C. Scope of Engagement

The scope of the Engagement, as defined in the June 4, 2024 engagement letter and as subsequently performed, encompassed the following:

(i) Preparation and Negotiation of Term Sheets and Draft Agreements. Calderwood & Harkness was responsible for preparing, circulating, and negotiating the initial term sheet and all subsequent drafts of the proposed Executive Employment Agreement between Northgate Telecommunications US, Inc. (as employer) and Mr. Harding (as executive), to be governed by the laws of the State of New York.

(ii) Analysis and Advice Regarding Key Employment Terms. The Firm provided extensive legal analysis and strategic advice regarding the structuring of change in control provisions, including the definition of "change in control," single-trigger and double-trigger acceleration mechanisms, and severance multiplier structures. The Firm further analyzed the implications of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to parachute payment thresholds and excise tax exposure, and advised on the relative merits of a "best-net" cutback approach versus a full excise tax gross-up. Additionally, the Firm analyzed the enforceability of proposed restrictive covenant obligations — including non-competition, non-solicitation of employees, non-solicitation of customers, and non-disparagement provisions — under the law of the State of New York, with particular attention to evolving judicial standards regarding the reasonableness of temporal scope, geographic scope, and activity restrictions.

(iii) Coordination with UK Employment Counsel. Calderwood & Harkness coordinated with Moorfield Bates LLP ("Moorfield Bates"), the Company's UK employment counsel (led by Simon Aldridge, Partner), on the proposed dual US/UK contract architecture. The parties contemplated a structure pursuant to which Mr. Harding would enter into both a New York law-governed Executive Employment Agreement with Northgate Telecommunications US, Inc. and a parallel UK service agreement with Northgate Telecommunications PLC, the latter to be drafted by Moorfield Bates. Calderwood & Harkness's role was limited to the US employment agreement and to providing coordination input on the interplay between the two agreements, including allocation of compensation components, tax equalization considerations, and the harmonization of restrictive covenant regimes across jurisdictions.

(iv) Consultation with Independent Compensation Consultant. The Firm consulted with Whitmore Hobson LLP ("Whitmore Hobson"), the Company's independent compensation consultant (led by Dr. Rachel Whitmore), in connection with peer-group benchmarking data utilized by the Remuneration Committee to establish target compensation ranges for the CEO position. Calderwood & Harkness reviewed and, where appropriate, incorporated Whitmore Hobson's findings into the term sheets and draft agreements circulated to Mr. Harding's counsel.

D. Engagement Team

The Calderwood & Harkness professionals assigned to this Matter were as follows:

• Renata Vasquez, Partner — Responsible Partner

• Bernard Crawford, Partner — Billing Partner

• James Underwood, Associate — Lead Associate

• Devon Archer, Associate — Working Associate

E. Counterparty Counsel

Mr. Harding was represented throughout the negotiation by Hargrove & Liddell LLP ("Hargrove & Liddell"), with the engagement team led by Victoria Hargrove, Partner, and supported by Nathan Chu, Associate.

III. Summary of Key Milestones and Outcome

The following is a chronological summary of the key milestones in this Engagement and the ultimate outcome of the negotiations:

June 10, 2024. Calderwood & Harkness, on behalf of Northgate, circulated an initial term sheet to Hargrove & Liddell setting forth the Company's proposed terms for the CEO employment arrangement. The term sheet addressed, among other things, base salary, annual bonus target and structure, long-term incentive awards (including time-vesting restricted stock units and performance-based stock units), change in control severance terms, restrictive covenant obligations, and termination-for-cause and good-reason definitions.

June 17, 2024. Hargrove & Liddell returned a marked-up version of the initial term sheet containing significant revisions. The most substantial proposed changes related to the change in control severance provisions (including the multiplier, trigger structure, and the definition of "change in control") and the scope and duration of the restrictive covenant obligations (including the geographic scope and the duration of the non-competition period). These two areas of divergence, which were apparent from this early stage of the negotiation, ultimately proved to be the intractable issues that precipitated the collapse of negotiations.

June 24 – July 19, 2024. Calderwood & Harkness and Hargrove & Liddell conducted five rounds of term-sheet negotiation calls during this period, with participation from the respective partners and associates on each side, as well as periodic input from Ms. Whitford and, on the Hargrove & Liddell side, from Mr. Harding directly. Progress was made on a number of secondary issues during these discussions, including the structure of annual bonus clawback provisions, the vesting acceleration schedule for equity awards, and the definition of "good reason" for purposes of voluntary resignation with severance. However, the two core areas of disagreement — change in control severance and restrictive covenants — remained substantially unresolved.

July 22, 2024. Based on the term-sheet discussions and the framework established through the negotiation calls, Calderwood & Harkness prepared and circulated Draft 1 of the Executive Employment Agreement. The agreement was structured as a contract between Northgate Telecommunications US, Inc. (as employer) and Marcus Elliot Harding (as executive), governed by the laws of the State of New York, with a dispute resolution mechanism providing for binding arbitration administered by JAMS in New York, New York. Draft 1 ran to approximately 47 pages, exclusive of exhibits, and reflected the Firm's best assessment of the zone of possible agreement based on the prior negotiations.

August 5, 2024. Hargrove & Liddell returned a comprehensive redline of Draft 1 containing eighty-eight (88) comments and proposed revisions. The most material objections were concentrated in Section 7 (Change in Control) and Section 9 (Restrictive Covenants). With respect to Section 7, Hargrove & Liddell objected to the proposed 2x severance multiplier and insisted on a 3x multiplier; objected to the "best-net" Section 280G cutback mechanism and demanded a full excise tax gross-up; and sought to broaden the definition of "change in control" to include a Board turnover trigger (i.e., a change in a majority of the incumbent directors over any rolling twelve-month period). With respect to Section 9, Hargrove & Liddell objected to the proposed 24-month non-competition period covering North America, Western Europe, and Asia-Pacific and sought to reduce the period to 12 months with a geographic scope limited to the United States only.

August 12, 2024. Calderwood & Harkness circulated Draft 2 of the Executive Employment Agreement, incorporating Northgate's responses to the Hargrove & Liddell redline. Draft 2 reflected certain concessions by the Company — including a narrowed definition of "cause" for termination purposes and an enhanced equity acceleration schedule upon qualifying termination — but held firm on the core change in control and restrictive covenant provisions, with only minor adjustments to the proposed multiplier (from 2x to 2.5x) and a reduction of the non-competition period (from 24 months to 18 months, with geographic scope limited to North America and Western Europe).

August 19, 2024. Hargrove & Liddell returned a redline of Draft 2 containing forty-two (42) comments. While the number of open issues had been substantially reduced, the change in control severance provisions and restrictive covenant terms remained fundamentally unresolved. In particular, Mr. Harding continued to insist on a 3x multiplier, a full 280G gross-up, and inclusion of a Board turnover trigger, and sought a non-competition period of no more than 12 months.

August 26, 2024. An in-person principals meeting was convened at Northgate's offices at 600 Lexington Avenue, New York. The meeting was attended by Dame Philippa Thornton-Hale (Chair of the Board of Directors), Geoffrey Stanton (Chair of the Remuneration Committee), Elaine Whitford (Senior Vice President & Group General Counsel), and Renata Vasquez (Calderwood & Harkness), on behalf of the Company; and by Marcus Elliot Harding and Victoria Hargrove (Hargrove & Liddell), on behalf of Mr. Harding. The meeting lasted approximately three and one-half hours. Despite a candid and substantive discussion of the remaining open issues, the parties reached an impasse on the core terms. Both sides acknowledged at the conclusion of the meeting that significant distance remained between their respective positions on the change in control and restrictive covenant provisions.

September 3, 2024. Following internal deliberations and consultations with the Remuneration Committee, Calderwood & Harkness transmitted Northgate's final compromise proposal to Hargrove & Liddell. The final proposal reflected the following terms on the disputed issues:

• A 2.5x change in control severance multiplier, representing a total potential change in control severance payment of $12,031,250 (based on the agreed-upon base salary of $1,200,000 and target annual bonus of $3,612,500);

• A "best-net" Section 280G cutback provision (i.e., the executive's payments would be reduced to the safe harbor amount if such reduction would result in the executive receiving a greater after-tax amount than the executive would receive absent such reduction, taking into account the excise tax under Section 4999 of the Code; no full tax gross-up would be provided);

• No Board turnover trigger in the definition of "change in control";

• An 18-month post-termination non-competition restriction limited to North America and Western Europe; and

• A 6-month garden leave provision at full base salary, during which the non-competition period would begin to run.

September 9, 2024. Hargrove & Liddell formally rejected Northgate's final compromise proposal on behalf of Mr. Harding. In its letter, Hargrove & Liddell stated that Mr. Harding's minimum requirements on the disputed issues were non-negotiable and consisted of the following:

• A 3x change in control severance multiplier, representing a total potential change in control severance payment of $14,437,500;

• A full Section 280G excise tax gross-up (i.e., the Company would make an additional payment to the executive sufficient to cover all excise taxes imposed under Section 4999 of the Code and all income and excise taxes imposed on such additional payment);

• Inclusion of a Board turnover trigger in the definition of "change in control"; and

• A 12-month post-termination non-competition period (with no specification of expanded geographic scope).

September 10, 2024. A telephonic meeting of the Board of Directors was convened. The following directors and advisors participated: Dame Philippa Thornton-Hale (Chair), Geoffrey Stanton, Lucinda Farrow, Dr. Tomás Herrera, Elaine Whitford, and Renata Vasquez (Calderwood & Harkness, attending by invitation). Following a presentation by Ms. Whitford summarizing the negotiation history and the final positions of the parties, and upon consultation with the Firm, the Board unanimously directed that negotiations with Mr. Harding be terminated.

September 12, 2024. The Board of Northgate Telecommunications PLC formally adopted a resolution to terminate negotiations with Mr. Harding for the position of Chief Executive Officer. On the same date, Calderwood & Harkness, at the direction of the Company, delivered formal written notification to Hargrove & Liddell that Northgate had terminated the negotiations and that no further discussions regarding the proposed employment arrangement would be undertaken. The Matter was closed as of this date.

Outcome. No definitive Executive Employment Agreement was executed between the Company (or any of its subsidiaries) and Mr. Harding. The negotiation collapsed at the term-sheet and draft-agreement stage. The two core impasses that proved irreconcilable were: (1) the structure and magnitude of the change in control severance provisions (including the severance multiplier, the Section 280G treatment, and the scope of the change in control definition); and (2) the scope and duration of post-termination restrictive covenant obligations.

IV. Final Billing Summary

A. Fee Arrangement

Pursuant to the engagement letter dated June 4, 2024, the fee arrangement for this Matter was hourly billing at the following rates:

• Renata Vasquez (Partner) — $1,650.00 per hour

• Bernard Crawford (Partner) — $1,575.00 per hour

• James Underwood (Associate) — $895.00 per hour

• Devon Archer (Associate) — $725.00 per hour

Invoices were issued on a monthly billing cycle. A retainer in the amount of $75,000.00 was received on June 5, 2024, and held in the Firm's client trust account, to be applied to the final invoice.

B. Invoices Issued

The following invoices were issued over the course of the Engagement:

C. Summary of Engagement Costs

D. Hours by Timekeeper

The total hours recorded by each timekeeper on this Matter were as follows:

E. Final Invoice Detail

The final invoice, 1022-00004-004, covers the period of September 2024 and reflects the following:

• Professional fees: $71,375.00

• Disbursements: $8,275.00

• Gross amount: $79,650.00

• Retainer credit applied: ($75,000.00)

• Net amount due on Invoice 1022-00004-004: $4,650.00

F. Payment Status

We confirm that all prior invoices — 1022-00004-001 (June 2024), 1022-00004-002 (July 2024), and 1022-00004-003 (August 2024) — have been paid in full by the Company. The only outstanding balance as of the date of this letter is $4,650.00, representing the net amount due on Invoice 1022-00004-004 after application of the $75,000.00 retainer. We respectfully request payment of this remaining balance in accordance with the payment terms set forth in the engagement letter (net 30 days from date of invoice).

For a detailed line-by-line breakdown of all fees, hours, and disbursements, please refer to the separately transmitted Final Billing Summary and Trust Account Reconciliation, dated October 3, 2024, which accompanies this letter as an enclosure.

V. Trust Account Reconciliation

We confirm that the retainer in the amount of $75,000.00 was received from Northgate on June 5, 2024, and was deposited into Calderwood & Harkness's Interest on Lawyer Trust Account ("IOLTA") at Greaves Bancorp, in accordance with the Firm's trust accounting procedures and the requirements of Rule 1.15 of the New York Rules of Professional Conduct.

The retainer has been applied in its entirety to Invoice 1022-00004-004, the final invoice issued in this Matter, reducing the gross amount of $79,650.00 to a net amount due of $4,650.00.

As of the date of this letter, the client trust account maintained by Calderwood & Harkness for Matter No. 1022-00004 carries a zero balance. No further funds are held by the Firm on behalf of Northgate Telecommunications PLC or any of its affiliates in connection with this Engagement. A detailed Trust Account Reconciliation is included in the separately transmitted Final Billing Summary and Trust Account Reconciliation document dated October 3, 2024.

VI. Document Retention and File Handling

A. Document Retention and Privilege Log

Reference is made to the Document Retention and Privilege Log Memorandum prepared by Devon Archer on September 17, 2024 (the "Privilege Log Memorandum"). The Privilege Log Memorandum provides a comprehensive catalog of all privileged and work-product documents generated during the course of the Engagement, organized by document type, date, author, and privilege classification. A copy of the Privilege Log Memorandum was previously transmitted to your office.

B. Documents Returned to Client

A separate File Transfer / Document Return Letter, dated October 7, 2024, accompanies the transfer of Northgate's portion of the matter file. The documents being returned to the Company include, without limitation, the following:

• Original executed engagement letter dated June 4, 2024;

• All term sheet versions (v1 through v5-Final), including Northgate's initial proposals and all Hargrove & Liddell mark-ups;

• All draft Executive Employment Agreements (Draft 1, dated July 22, 2024, and Draft 2, dated August 12, 2024) and all associated redlines received from Hargrove & Liddell;

• All written correspondence exchanged with Hargrove & Liddell during the negotiation, including letters, emails, and enclosures;

• The Board resolution of September 12, 2024, directing termination of negotiations;

• Copies of all invoices issued by the Firm (1022-00004-001 through 1022-00004-004); and

• Such other client-owned documents as are identified in the File Transfer / Document Return Letter.

We request that a representative of Northgate's legal department acknowledge receipt of the transferred file by executing and returning the receipt acknowledgment form included with the File Transfer / Document Return Letter.

C. Documents Retained by Calderwood & Harkness

Consistent with the Firm's document retention policy and applicable professional responsibility obligations, Calderwood & Harkness will retain copies of all attorney work product, internal memoranda, research memoranda (including memoranda analyzing Section 280G implications and New York restrictive covenant enforceability standards), strategy documents, internal correspondence among members of the engagement team, and the Privilege Log Memorandum. These materials will be maintained in the Firm's secure document management system for a minimum period of seven (7) years from the date of matter closing, subject to any longer retention period required by applicable legal, regulatory, or insurance requirements. At the conclusion of the applicable retention period, such documents will be disposed of in accordance with the Firm's standard destruction protocols, unless the Company requests their return or continued preservation in writing prior to that time.

D. Privileged Materials

All documents generated by Calderwood & Harkness in the course of this Engagement that are subject to the attorney-client privilege or the work-product doctrine (as identified in the Privilege Log Memorandum) remain privileged. The Firm will maintain appropriate administrative, technical, and physical safeguards to protect the confidentiality of these materials. Northgate Telecommunications PLC, as the holder of the attorney-client privilege, retains the exclusive right to assert or waive the privilege over these materials. The Firm will not disclose any privileged materials to third parties absent the prior written authorization of the Company or as required by applicable law or court order.

E. Counterparty Materials

We confirm that, on September 12, 2024, in connection with the delivery of the termination notification, Calderwood & Harkness notified Hargrove & Liddell of its obligation — and Mr. Harding's obligation — to return or destroy any confidential Northgate materials exchanged during the course of the negotiations, in accordance with the terms of any applicable nondisclosure agreement or confidentiality undertaking. Any surviving nondisclosure agreement or confidentiality obligations between Northgate and Mr. Harding entered into in connection with the CEO candidacy process remain in full force and effect in accordance with their respective terms. The Firm does not undertake any ongoing monitoring responsibility with respect to compliance with such obligations.

VII. Confirmation of No Ongoing Obligations

With the closing of this Engagement, Calderwood & Harkness LLP has no further obligation to perform legal services for Northgate Telecommunications PLC or any of its subsidiaries or affiliates in connection with Matter No. 1022-00004. The attorney-client relationship between the Firm and the Company with respect to this Matter has terminated as of the date hereof.

We note that this closing pertains solely to Matter No. 1022-00004 and does not affect any separate engagements, if any, between Calderwood & Harkness and Northgate on other matters. Each such engagement, if any exists, is governed by its own engagement letter and is unaffected by the closing of this Matter.

We further confirm that, to our knowledge, no statute of limitations, regulatory filing deadline, contractual deadline, or other time-sensitive obligation is being left unattended as a result of the closing of this Engagement. The Matter did not involve any pending litigation, regulatory proceedings, or filings with any governmental authority that would require ongoing attention following the closing of the engagement.

We wish to remind the Company that, effective upon the closing of this Engagement, the Firm does not undertake to monitor or advise on any future developments related to the subject matter of this Matter. This includes, without limitation, any future CEO search process, any subsequent negotiations with alternative candidates for the Chief Executive Officer position, any resumed or future discussions with Mr. Harding, or any developments in applicable law (including changes to New York restrictive covenant jurisprudence or amendments to the Internal Revenue Code or Treasury Regulations affecting Section 280G). Should Northgate wish to engage Calderwood & Harkness to provide legal services in connection with any such future matter, a new engagement letter would be required.

VIII. Confidentiality Reminders

We take this opportunity to reiterate certain important confidentiality considerations:

Attorney-Client Privilege and Professional Confidentiality. All information exchanged between Calderwood & Harkness and Northgate during the course of this Engagement — including oral communications, written correspondence, draft documents, memoranda, and strategic advice — remains subject to the attorney-client privilege and the Firm's professional confidentiality obligations under the New York Rules of Professional Conduct. These obligations survive the closing of the Engagement and will continue in perpetuity.

Public Disclosure Considerations. As noted in the guidance provided in Renata Vasquez's email to you dated September 13, 2024, no public disclosure obligation exists with respect to the failed CEO negotiation with Mr. Harding. No definitive agreement was executed, no material commitment was made by either party, and no employment relationship was established. Accordingly, no disclosure is required under the rules and regulations of the U.S. Securities and Exchange Commission (including Item 5.02 of Form 8-K), the listing standards of the New York Stock Exchange, or the rules of the UK Financial Conduct Authority (including the Listing Rules and the Disclosure Guidance and Transparency Rules). Of course, the Company should continue to consult with its securities counsel regarding any ongoing or future disclosure obligations that may arise in connection with the broader CEO succession process.

Confidentiality of Mr. Harding's Personal Information. We also remind the Company of its ongoing obligations regarding the confidentiality of Mr. Harding's personal and compensation information exchanged during the course of the negotiations. Such information was provided in the context of a confidential negotiation and should be treated in accordance with the Company's data protection and privacy policies and any applicable nondisclosure agreement. The Company should take appropriate steps to limit internal dissemination of such information to individuals with a legitimate need to know and to ensure the secure disposal or return of any documents containing such information, consistent with applicable data protection requirements (including, where applicable, the UK General Data Protection Regulation and the Data Protection Act 2018).

IX. Availability for Future Matters

We wish to express our sincere appreciation for the opportunity to represent Northgate Telecommunications PLC in this Matter. Although the negotiation did not result in a definitive agreement, we found the process to be a substantive and intellectually rigorous engagement, and we valued the opportunity to work closely with you, Priya Narayanan, Geoffrey Stanton, and the members of the Remuneration Committee throughout the negotiation process. The professionalism and collegiality of the Northgate team made this a rewarding engagement for the Firm, notwithstanding the ultimate outcome.

Calderwood & Harkness remains fully available to assist Northgate with any future executive employment matters that may arise. We understand that the Company's CEO succession process is ongoing and that a number of matters may require attention in the coming weeks and months, including, by way of example:

• Any resumed CEO search and negotiations with alternative candidates for the position;

• Any interim CEO arrangements that may be necessary, such as a formal extension of Sir Alistair Kemble's tenure as Acting Chief Executive Officer beyond his previously announced end date of December 31, 2024, or the appointment of an internal interim CEO;

• Any related executive employment agreements or amendments that may be required in connection with organizational changes during the transition period; and

• Any cross-border employment structuring matters that may arise in connection with a future CEO hire.

With respect to the last point, we would welcome the opportunity to coordinate again with Moorfield Bates LLP and Simon Aldridge on any dual US/UK contract architecture or cross-border employment structuring needs, as we found our collaboration with their team to be highly effective during this Engagement.

Please do not hesitate to contact either me or Bernard Crawford at any time if we can be of assistance. Our contact information is set forth below.

X. Closing

We trust that this letter provides a complete and accurate record of the Engagement. Should you have any questions regarding any aspect of this letter, the enclosed Final Billing Summary and Trust Account Reconciliation, or the accompanying File Transfer / Document Return Letter, please do not hesitate to contact me directly.

We look forward to the opportunity to work with Northgate again in the future.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Renata Vasquez Partner

Direct Telephone: (212) 906-4217

Email: rvasquez@calderwoodharkness.com

Calderwood & Harkness LLP 299 Park Avenue, 42nd Floor New York, NY 10171

Enclosures:

1. Final Billing Summary and Trust Account Reconciliation (dated October 3, 2024)

2. File Transfer / Document Return Letter (dated October 7, 2024)

cc:

Bernard Crawford, Partner, Calderwood & Harkness LLP (Billing Partner) James Underwood, Associate, Calderwood & Harkness LLP (Lead Associate) Priya Narayanan, Chief People Officer, Northgate Telecommunications PLC

Invoice No.	Period	Amount	Cumulative Total
1022-00004-001	June 2024	$78,925.00	$78,925.00
1022-00004-002	July 2024	$152,340.00	$231,265.00
1022-00004-003	August 2024	$184,710.00	$415,975.00
1022-00004-004	September 2024 (Final)	$79,650.00	$495,625.00
Category	Amount
Total Professional Fees	$487,350.00
Total Disbursements (travel, meals, Westmark Data Systems research, courier services)	$8,275.00
Total Engagement Cost	$495,625.00
Less: Retainer Applied	($75,000.00)
Net Balance Due	$420,625.00
Timekeeper	Hours
Renata Vasquez (Partner)	78.5
Bernard Crawford (Partner)	42.0
James Underwood (Associate)	198.0
Devon Archer (Associate)	158.0
Total	476.5

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP
Attorneys at Law
299 Park Avenue, 42nd Floor New York, NY 10171
20 Fenchurch Street, 15th Floor London EC3M 3BY, United Kingdom
October 7, 2024
VIA EMAIL AND HARD COPY
Elaine Whitford Senior Vice President & Group General Counsel Northgate Telecommunications PLC 600 Lexington Avenue, 38th Floor New York, NY 10022
Copies to: Northgate Telecommunications PLC Registered Office 45 Canary Wharf Tower One Canada Square London E14 5AB United Kingdom
Re: Formal Closing of Engagement — Matter No. 1022-00004 Northgate Telecommunications PLC — CEO Employment Agreement Negotiation (Marcus Elliot Harding)
Dear Ms. Whitford:
I. Purpose of This Letter
Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is writing to formally confirm the closing of engagement 1022-00004 (the "Engagement" or the "Matter"). This letter memorializes the conclusion of the Firm's representation of Northgate Telecommunications PLC ("Northgate" or the "Company") in connection with the negotiation and drafting of an executive employment agreement for Mr. Marcus Elliot Harding, the Company's then-prospective Chief Executive Officer.
As you are aware, Calderwood & Harkness was retained pursuant to an engagement letter executed on June 4, 2024, to negotiate and draft the definitive executive employment agreement between Northgate (through its wholly owned U.S. subsidiary, Northgate Telecommunications US, Inc.) and Mr. Harding. The Engagement has concluded following the Board of Directors' unanimous resolution, adopted on September 12, 2024, to terminate negotiations with Mr. Harding. No definitive employment agreement was executed between the Company and Mr. Harding at any point during the course of this Engagement. Accordingly, the matter status is now recorded as Closed — Terminated in the Firm's matter management system.
The purpose of this letter is to provide a comprehensive summary of the Engagement, including its scope, key milestones, and outcome; to set forth the final billing summary and trust account reconciliation; to address document retention and file handling protocols; and to confirm that the Firm has no ongoing obligations in connection with this Matter.
II. Summary of Engagement
A. Engagement Inception
A conflicts check was initiated and cleared on June 3, 2024. The engagement letter, setting forth the terms and conditions of the Firm's representation, was executed by you on behalf of Northgate on June 4, 2024. A retainer in the amount of $75,000.00 was received and deposited into the Firm's client trust account on June 5, 2024.
B. Client. The client in this Matter is Northgate Telecommunications PLC, a public limited company incorporated and registered in England and Wales under registered number 07381264. Northgate's ordinary shares are listed on the London Stock Exchange (LON: NTP) and its American Depositary Shares are listed on the New York Stock Exchange (NYSE: NTPC).
C. Scope of Engagement
The scope of the Engagement, as defined in the June 4, 2024 engagement letter and as subsequently performed, encompassed the following:
(i) Preparation and Negotiation of Term Sheets and Draft Agreements. Calderwood & Harkness was responsible for preparing, circulating, and negotiating the initial term sheet and all subsequent drafts of the proposed Executive Employment Agreement between Northgate Telecommunications US, Inc. (as employer) and Mr. Harding (as executive), to be governed by the laws of the State of New York.
(ii) Analysis and Advice Regarding Key Employment Terms. The Firm provided extensive legal analysis and strategic advice regarding the structuring of change in control provisions, including the definition of "change in control," single-trigger and double-trigger acceleration mechanisms, and severance multiplier structures. The Firm further analyzed the implications of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to parachute payment thresholds and excise tax exposure, and advised on the relative merits of a "best-net" cutback approach versus a full excise tax gross-up. Additionally, the Firm analyzed the enforceability of proposed restrictive covenant obligations — including non-competition, non-solicitation of employees, non-solicitation of customers, and non-disparagement provisions — under the law of the State of New York, with particular attention to evolving judicial standards regarding the reasonableness of temporal scope, geographic scope, and activity restrictions.
(iii) Coordination with UK Employment Counsel. Calderwood & Harkness coordinated with Moorfield Bates LLP ("Moorfield Bates"), the Company's UK employment counsel (led by Simon Aldridge, Partner), on the proposed dual US/UK contract architecture. The parties contemplated a structure pursuant to which Mr. Harding would enter into both a New York law-governed Executive Employment Agreement with Northgate Telecommunications US, Inc. and a parallel UK service agreement with Northgate Telecommunications PLC, the latter to be drafted by Moorfield Bates. Calderwood & Harkness's role was limited to the US employment agreement and to providing coordination input on the interplay between the two agreements, including allocation of compensation components, tax equalization considerations, and the harmonization of restrictive covenant regimes across jurisdictions.
(iv) Consultation with Independent Compensation Consultant. The Firm consulted with Whitmore Hobson LLP ("Whitmore Hobson"), the Company's independent compensation consultant (led by Dr. Rachel Whitmore), in connection with peer-group benchmarking data utilized by the Remuneration Committee to establish target compensation ranges for the CEO position. Calderwood & Harkness reviewed and, where appropriate, incorporated Whitmore Hobson's findings into the term sheets and draft agreements circulated to Mr. Harding's counsel.
D. Engagement Team
The Calderwood & Harkness professionals assigned to this Matter were as follows:
• Renata Vasquez, Partner — Responsible Partner
• Bernard Crawford, Partner — Billing Partner
• James Underwood, Associate — Lead Associate
• Devon Archer, Associate — Working Associate
E. Counterparty Counsel
Mr. Harding was represented throughout the negotiation by Hargrove & Liddell LLP ("Hargrove & Liddell"), with the engagement team led by Victoria Hargrove, Partner, and supported by Nathan Chu, Associate.
III. Summary of Key Milestones and Outcome
The following is a chronological summary of the key milestones in this Engagement and the ultimate outcome of the negotiations:
June 10, 2024. Calderwood & Harkness, on behalf of Northgate, circulated an initial term sheet to Hargrove & Liddell setting forth the Company's proposed terms for the CEO employment arrangement. The term sheet addressed, among other things, base salary, annual bonus target and structure, long-term incentive awards (including time-vesting restricted stock units and performance-based stock units), change in control severance terms, restrictive covenant obligations, and termination-for-cause and good-reason definitions.
June 17, 2024. Hargrove & Liddell returned a marked-up version of the initial term sheet containing significant revisions. The most substantial proposed changes related to the change in control severance provisions (including the multiplier, trigger structure, and the definition of "change in control") and the scope and duration of the restrictive covenant obligations (including the geographic scope and the duration of the non-competition period). These two areas of divergence, which were apparent from this early stage of the negotiation, ultimately proved to be the intractable issues that precipitated the collapse of negotiations.
June 24 – July 19, 2024. Calderwood & Harkness and Hargrove & Liddell conducted five rounds of term-sheet negotiation calls during this period, with participation from the respective partners and associates on each side, as well as periodic input from Ms. Whitford and, on the Hargrove & Liddell side, from Mr. Harding directly. Progress was made on a number of secondary issues during these discussions, including the structure of annual bonus clawback provisions, the vesting acceleration schedule for equity awards, and the definition of "good reason" for purposes of voluntary resignation with severance. However, the two core areas of disagreement — change in control severance and restrictive covenants — remained substantially unresolved.
July 22, 2024. Based on the term-sheet discussions and the framework established through the negotiation calls, Calderwood & Harkness prepared and circulated Draft 1 of the Executive Employment Agreement. The agreement was structured as a contract between Northgate Telecommunications US, Inc. (as employer) and Marcus Elliot Harding (as executive), governed by the laws of the State of New York, with a dispute resolution mechanism providing for binding arbitration administered by JAMS in New York, New York. Draft 1 ran to approximately 47 pages, exclusive of exhibits, and reflected the Firm's best assessment of the zone of possible agreement based on the prior negotiations.
August 5, 2024. Hargrove & Liddell returned a comprehensive redline of Draft 1 containing eighty-eight (88) comments and proposed revisions. The most material objections were concentrated in Section 7 (Change in Control) and Section 9 (Restrictive Covenants). With respect to Section 7, Hargrove & Liddell objected to the proposed 2x severance multiplier and insisted on a 3x multiplier; objected to the "best-net" Section 280G cutback mechanism and demanded a full excise tax gross-up; and sought to broaden the definition of "change in control" to include a Board turnover trigger (i.e., a change in a majority of the incumbent directors over any rolling twelve-month period). With respect to Section 9, Hargrove & Liddell objected to the proposed 24-month non-competition period covering North America, Western Europe, and Asia-Pacific and sought to reduce the period to 12 months with a geographic scope limited to the United States only.
August 12, 2024. Calderwood & Harkness circulated Draft 2 of the Executive Employment Agreement, incorporating Northgate's responses to the Hargrove & Liddell redline. Draft 2 reflected certain concessions by the Company — including a narrowed definition of "cause" for termination purposes and an enhanced equity acceleration schedule upon qualifying termination — but held firm on the core change in control and restrictive covenant provisions, with only minor adjustments to the proposed multiplier (from 2x to 2.5x) and a reduction of the non-competition period (from 24 months to 18 months, with geographic scope limited to North America and Western Europe).
August 19, 2024. Hargrove & Liddell returned a redline of Draft 2 containing forty-two (42) comments. While the number of open issues had been substantially reduced, the change in control severance provisions and restrictive covenant terms remained fundamentally unresolved. In particular, Mr. Harding continued to insist on a 3x multiplier, a full 280G gross-up, and inclusion of a Board turnover trigger, and sought a non-competition period of no more than 12 months.
August 26, 2024. An in-person principals meeting was convened at Northgate's offices at 600 Lexington Avenue, New York. The meeting was attended by Dame Philippa Thornton-Hale (Chair of the Board of Directors), Geoffrey Stanton (Chair of the Remuneration Committee), Elaine Whitford (Senior Vice President & Group General Counsel), and Renata Vasquez (Calderwood & Harkness), on behalf of the Company; and by Marcus Elliot Harding and Victoria Hargrove (Hargrove & Liddell), on behalf of Mr. Harding. The meeting lasted approximately three and one-half hours. Despite a candid and substantive discussion of the remaining open issues, the parties reached an impasse on the core terms. Both sides acknowledged at the conclusion of the meeting that significant distance remained between their respective positions on the change in control and restrictive covenant provisions.
September 3, 2024. Following internal deliberations and consultations with the Remuneration Committee, Calderwood & Harkness transmitted Northgate's final compromise proposal to Hargrove & Liddell. The final proposal reflected the following terms on the disputed issues:
• A 2.5x change in control severance multiplier, representing a total potential change in control severance payment of $12,031,250 (based on the agreed-upon base salary of $1,200,000 and target annual bonus of $3,612,500);
• A "best-net" Section 280G cutback provision (i.e., the executive's payments would be reduced to the safe harbor amount if such reduction would result in the executive receiving a greater after-tax amount than the executive would receive absent such reduction, taking into account the excise tax under Section 4999 of the Code; no full tax gross-up would be provided);
• No Board turnover trigger in the definition of "change in control";
• An 18-month post-termination non-competition restriction limited to North America and Western Europe; and
• A 6-month garden leave provision at full base salary, during which the non-competition period would begin to run.
September 9, 2024. Hargrove & Liddell formally rejected Northgate's final compromise proposal on behalf of Mr. Harding. In its letter, Hargrove & Liddell stated that Mr. Harding's minimum requirements on the disputed issues were non-negotiable and consisted of the following:
• A 3x change in control severance multiplier, representing a total potential change in control severance payment of $14,437,500;
• A full Section 280G excise tax gross-up (i.e., the Company would make an additional payment to the executive sufficient to cover all excise taxes imposed under Section 4999 of the Code and all income and excise taxes imposed on such additional payment);
• Inclusion of a Board turnover trigger in the definition of "change in control"; and
• A 12-month post-termination non-competition period (with no specification of expanded geographic scope).
September 10, 2024. A telephonic meeting of the Board of Directors was convened. The following directors and advisors participated: Dame Philippa Thornton-Hale (Chair), Geoffrey Stanton, Lucinda Farrow, Dr. Tomás Herrera, Elaine Whitford, and Renata Vasquez (Calderwood & Harkness, attending by invitation). Following a presentation by Ms. Whitford summarizing the negotiation history and the final positions of the parties, and upon consultation with the Firm, the Board unanimously directed that negotiations with Mr. Harding be terminated.
September 12, 2024. The Board of Northgate Telecommunications PLC formally adopted a resolution to terminate negotiations with Mr. Harding for the position of Chief Executive Officer. On the same date, Calderwood & Harkness, at the direction of the Company, delivered formal written notification to Hargrove & Liddell that Northgate had terminated the negotiations and that no further discussions regarding the proposed employment arrangement would be undertaken. The Matter was closed as of this date.
Outcome. No definitive Executive Employment Agreement was executed between the Company (or any of its subsidiaries) and Mr. Harding. The negotiation collapsed at the term-sheet and draft-agreement stage. The two core impasses that proved irreconcilable were: (1) the structure and magnitude of the change in control severance provisions (including the severance multiplier, the Section 280G treatment, and the scope of the change in control definition); and (2) the scope and duration of post-termination restrictive covenant obligations.
IV. Final Billing Summary
A. Fee Arrangement
Pursuant to the engagement letter dated June 4, 2024, the fee arrangement for this Matter was hourly billing at the following rates:
• Renata Vasquez (Partner) — $1,650.00 per hour
• Bernard Crawford (Partner) — $1,575.00 per hour
• James Underwood (Associate) — $895.00 per hour
• Devon Archer (Associate) — $725.00 per hour
Invoices were issued on a monthly billing cycle. A retainer in the amount of $75,000.00 was received on June 5, 2024, and held in the Firm's client trust account, to be applied to the final invoice.
B. Invoices Issued
The following invoices were issued over the course of the Engagement:
C. Summary of Engagement Costs
D. Hours by Timekeeper
The total hours recorded by each timekeeper on this Matter were as follows:
E. Final Invoice Detail
The final invoice, 1022-00004-004, covers the period of September 2024 and reflects the following:
• Professional fees: $71,375.00
• Disbursements: $8,275.00
• Gross amount: $79,650.00
• Retainer credit applied: ($75,000.00)
• Net amount due on Invoice 1022-00004-004: $4,650.00
F. Payment Status
We confirm that all prior invoices — 1022-00004-001 (June 2024), 1022-00004-002 (July 2024), and 1022-00004-003 (August 2024) — have been paid in full by the Company. The only outstanding balance as of the date of this letter is $4,650.00, representing the net amount due on Invoice 1022-00004-004 after application of the $75,000.00 retainer. We respectfully request payment of this remaining balance in accordance with the payment terms set forth in the engagement letter (net 30 days from date of invoice).
For a detailed line-by-line breakdown of all fees, hours, and disbursements, please refer to the separately transmitted Final Billing Summary and Trust Account Reconciliation, dated October 3, 2024, which accompanies this letter as an enclosure.
V. Trust Account Reconciliation
We confirm that the retainer in the amount of $75,000.00 was received from Northgate on June 5, 2024, and was deposited into Calderwood & Harkness's Interest on Lawyer Trust Account ("IOLTA") at Greaves Bancorp, in accordance with the Firm's trust accounting procedures and the requirements of Rule 1.15 of the New York Rules of Professional Conduct.
The retainer has been applied in its entirety to Invoice 1022-00004-004, the final invoice issued in this Matter, reducing the gross amount of $79,650.00 to a net amount due of $4,650.00.
As of the date of this letter, the client trust account maintained by Calderwood & Harkness for Matter No. 1022-00004 carries a zero balance. No further funds are held by the Firm on behalf of Northgate Telecommunications PLC or any of its affiliates in connection with this Engagement. A detailed Trust Account Reconciliation is included in the separately transmitted Final Billing Summary and Trust Account Reconciliation document dated October 3, 2024.
VI. Document Retention and File Handling
A. Document Retention and Privilege Log
Reference is made to the Document Retention and Privilege Log Memorandum prepared by Devon Archer on September 17, 2024 (the "Privilege Log Memorandum"). The Privilege Log Memorandum provides a comprehensive catalog of all privileged and work-product documents generated during the course of the Engagement, organized by document type, date, author, and privilege classification. A copy of the Privilege Log Memorandum was previously transmitted to your office.
B. Documents Returned to Client
A separate File Transfer / Document Return Letter, dated October 7, 2024, accompanies the transfer of Northgate's portion of the matter file. The documents being returned to the Company include, without limitation, the following:
• Original executed engagement letter dated June 4, 2024;
• All term sheet versions (v1 through v5-Final), including Northgate's initial proposals and all Hargrove & Liddell mark-ups;
• All draft Executive Employment Agreements (Draft 1, dated July 22, 2024, and Draft 2, dated August 12, 2024) and all associated redlines received from Hargrove & Liddell;
• All written correspondence exchanged with Hargrove & Liddell during the negotiation, including letters, emails, and enclosures;
• The Board resolution of September 12, 2024, directing termination of negotiations;
• Copies of all invoices issued by the Firm (1022-00004-001 through 1022-00004-004); and
• Such other client-owned documents as are identified in the File Transfer / Document Return Letter.
We request that a representative of Northgate's legal department acknowledge receipt of the transferred file by executing and returning the receipt acknowledgment form included with the File Transfer / Document Return Letter.
C. Documents Retained by Calderwood & Harkness
Consistent with the Firm's document retention policy and applicable professional responsibility obligations, Calderwood & Harkness will retain copies of all attorney work product, internal memoranda, research memoranda (including memoranda analyzing Section 280G implications and New York restrictive covenant enforceability standards), strategy documents, internal correspondence among members of the engagement team, and the Privilege Log Memorandum. These materials will be maintained in the Firm's secure document management system for a minimum period of seven (7) years from the date of matter closing, subject to any longer retention period required by applicable legal, regulatory, or insurance requirements. At the conclusion of the applicable retention period, such documents will be disposed of in accordance with the Firm's standard destruction protocols, unless the Company requests their return or continued preservation in writing prior to that time.
D. Privileged Materials
All documents generated by Calderwood & Harkness in the course of this Engagement that are subject to the attorney-client privilege or the work-product doctrine (as identified in the Privilege Log Memorandum) remain privileged. The Firm will maintain appropriate administrative, technical, and physical safeguards to protect the confidentiality of these materials. Northgate Telecommunications PLC, as the holder of the attorney-client privilege, retains the exclusive right to assert or waive the privilege over these materials. The Firm will not disclose any privileged materials to third parties absent the prior written authorization of the Company or as required by applicable law or court order.
E. Counterparty Materials
We confirm that, on September 12, 2024, in connection with the delivery of the termination notification, Calderwood & Harkness notified Hargrove & Liddell of its obligation — and Mr. Harding's obligation — to return or destroy any confidential Northgate materials exchanged during the course of the negotiations, in accordance with the terms of any applicable nondisclosure agreement or confidentiality undertaking. Any surviving nondisclosure agreement or confidentiality obligations between Northgate and Mr. Harding entered into in connection with the CEO candidacy process remain in full force and effect in accordance with their respective terms. The Firm does not undertake any ongoing monitoring responsibility with respect to compliance with such obligations.
VII. Confirmation of No Ongoing Obligations
With the closing of this Engagement, Calderwood & Harkness LLP has no further obligation to perform legal services for Northgate Telecommunications PLC or any of its subsidiaries or affiliates in connection with Matter No. 1022-00004. The attorney-client relationship between the Firm and the Company with respect to this Matter has terminated as of the date hereof.
We note that this closing pertains solely to Matter No. 1022-00004 and does not affect any separate engagements, if any, between Calderwood & Harkness and Northgate on other matters. Each such engagement, if any exists, is governed by its own engagement letter and is unaffected by the closing of this Matter.
We further confirm that, to our knowledge, no statute of limitations, regulatory filing deadline, contractual deadline, or other time-sensitive obligation is being left unattended as a result of the closing of this Engagement. The Matter did not involve any pending litigation, regulatory proceedings, or filings with any governmental authority that would require ongoing attention following the closing of the engagement.
We wish to remind the Company that, effective upon the closing of this Engagement, the Firm does not undertake to monitor or advise on any future developments related to the subject matter of this Matter. This includes, without limitation, any future CEO search process, any subsequent negotiations with alternative candidates for the Chief Executive Officer position, any resumed or future discussions with Mr. Harding, or any developments in applicable law (including changes to New York restrictive covenant jurisprudence or amendments to the Internal Revenue Code or Treasury Regulations affecting Section 280G). Should Northgate wish to engage Calderwood & Harkness to provide legal services in connection with any such future matter, a new engagement letter would be required.
VIII. Confidentiality Reminders
We take this opportunity to reiterate certain important confidentiality considerations:
Attorney-Client Privilege and Professional Confidentiality. All information exchanged between Calderwood & Harkness and Northgate during the course of this Engagement — including oral communications, written correspondence, draft documents, memoranda, and strategic advice — remains subject to the attorney-client privilege and the Firm's professional confidentiality obligations under the New York Rules of Professional Conduct. These obligations survive the closing of the Engagement and will continue in perpetuity.
Public Disclosure Considerations. As noted in the guidance provided in Renata Vasquez's email to you dated September 13, 2024, no public disclosure obligation exists with respect to the failed CEO negotiation with Mr. Harding. No definitive agreement was executed, no material commitment was made by either party, and no employment relationship was established. Accordingly, no disclosure is required under the rules and regulations of the U.S. Securities and Exchange Commission (including Item 5.02 of Form 8-K), the listing standards of the New York Stock Exchange, or the rules of the UK Financial Conduct Authority (including the Listing Rules and the Disclosure Guidance and Transparency Rules). Of course, the Company should continue to consult with its securities counsel regarding any ongoing or future disclosure obligations that may arise in connection with the broader CEO succession process.
Confidentiality of Mr. Harding's Personal Information. We also remind the Company of its ongoing obligations regarding the confidentiality of Mr. Harding's personal and compensation information exchanged during the course of the negotiations. Such information was provided in the context of a confidential negotiation and should be treated in accordance with the Company's data protection and privacy policies and any applicable nondisclosure agreement. The Company should take appropriate steps to limit internal dissemination of such information to individuals with a legitimate need to know and to ensure the secure disposal or return of any documents containing such information, consistent with applicable data protection requirements (including, where applicable, the UK General Data Protection Regulation and the Data Protection Act 2018).
IX. Availability for Future Matters
We wish to express our sincere appreciation for the opportunity to represent Northgate Telecommunications PLC in this Matter. Although the negotiation did not result in a definitive agreement, we found the process to be a substantive and intellectually rigorous engagement, and we valued the opportunity to work closely with you, Priya Narayanan, Geoffrey Stanton, and the members of the Remuneration Committee throughout the negotiation process. The professionalism and collegiality of the Northgate team made this a rewarding engagement for the Firm, notwithstanding the ultimate outcome.
Calderwood & Harkness remains fully available to assist Northgate with any future executive employment matters that may arise. We understand that the Company's CEO succession process is ongoing and that a number of matters may require attention in the coming weeks and months, including, by way of example:
• Any resumed CEO search and negotiations with alternative candidates for the position;
• Any interim CEO arrangements that may be necessary, such as a formal extension of Sir Alistair Kemble's tenure as Acting Chief Executive Officer beyond his previously announced end date of December 31, 2024, or the appointment of an internal interim CEO;
• Any related executive employment agreements or amendments that may be required in connection with organizational changes during the transition period; and
• Any cross-border employment structuring matters that may arise in connection with a future CEO hire.
With respect to the last point, we would welcome the opportunity to coordinate again with Moorfield Bates LLP and Simon Aldridge on any dual US/UK contract architecture or cross-border employment structuring needs, as we found our collaboration with their team to be highly effective during this Engagement.
Please do not hesitate to contact either me or Bernard Crawford at any time if we can be of assistance. Our contact information is set forth below.
X. Closing
We trust that this letter provides a complete and accurate record of the Engagement. Should you have any questions regarding any aspect of this letter, the enclosed Final Billing Summary and Trust Account Reconciliation, or the accompanying File Transfer / Document Return Letter, please do not hesitate to contact me directly.
We look forward to the opportunity to work with Northgate again in the future.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Renata Vasquez Partner
Direct Telephone: (212) 906-4217
Email: rvasquez@calderwoodharkness.com
Calderwood & Harkness LLP 299 Park Avenue, 42nd Floor New York, NY 10171
Enclosures:
1. Final Billing Summary and Trust Account Reconciliation (dated October 3, 2024)
2. File Transfer / Document Return Letter (dated October 7, 2024)
cc:
Bernard Crawford, Partner, Calderwood & Harkness LLP (Billing Partner) James Underwood, Associate, Calderwood & Harkness LLP (Lead Associate) Priya Narayanan, Chief People Officer, Northgate Telecommunications PLC
Invoice No. | Period | Amount | Cumulative Total
1022-00004-001 | June 2024 | $78,925.00 | $78,925.00
1022-00004-002 | July 2024 | $152,340.00 | $231,265.00
1022-00004-003 | August 2024 | $184,710.00 | $415,975.00
1022-00004-004 | September 2024 (Final) | $79,650.00 | $495,625.00
Category | Amount
Total Professional Fees | $487,350.00
Total Disbursements (travel, meals, Westmark Data Systems research, courier services) | $8,275.00
Total Engagement Cost | $495,625.00
Less: Retainer Applied | ($75,000.00)
Net Balance Due | $420,625.00
Timekeeper | Hours
Renata Vasquez (Partner) | 78.5
Bernard Crawford (Partner) | 42.0
James Underwood (Associate) | 198.0
Devon Archer (Associate) | 158.0
Total | 476.5

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