CALDERWOOD & HARKNESS LLP Counselors at Law
299 Park Avenue, 42nd Floor New York, New York 10171
Telephone: (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com
October 7, 2024
VIA HAND DELIVERY AND ELECTRONIC TRANSMISSION
Elaine Whitford Senior Vice President & Group General Counsel Northgate Telecommunications PLC 600 Lexington Avenue, 38th Floor New York, New York 10022
Re: File Transfer and Document Return — Matter No. 1022-00004 Northgate Telecommunications PLC — CEO Employment Negotiation (Marcus Elliot Harding)
Dear Ms. Whitford:
I. Purpose and Context
This letter accompanies the transfer of Northgate Telecommunications PLC's ("Northgate" or the "Company") portion of the matter file for the above-referenced engagement, Calderwood & Harkness LLP Matter No. 1022-00004 (the "Matter"). This letter should be read in conjunction with the engagement closing letter of even date, October 7, 2024, which formally closes the engagement between Calderwood & Harkness LLP ("C&H" or the "Firm") and Northgate with respect to the Matter.
As you are aware, the Matter concerned the negotiation and drafting of an executive employment agreement for the proposed appointment of Marcus Elliot Harding as Chief Executive Officer of Northgate Telecommunications PLC. The engagement commenced on June 4, 2024 and concluded on September 12, 2024, the date on which the Board of Directors of Northgate resolved to terminate negotiations with Mr. Harding. The Matter status is now designated as Closed — Terminated in the Firm's records.
The documents described herein are being transferred to Northgate in accordance with Calderwood & Harkness LLP's Document Retention Policy (as revised January 2024) and the terms and conditions set forth in the engagement letter between the Firm and Northgate dated June 4, 2024 (the "Engagement Letter"). We have endeavored to compile a complete and accurate record of the client file for your retention. Should you identify any gaps or discrepancies in the materials described below, we ask that you contact us promptly so that we may address any such issues.
II. Documents Returned to Client
Set forth below is a detailed description of the categories of documents, in both hard copy and electronic format as applicable, that are being returned or otherwise transferred to Northgate in connection with the closing of this Matter. Each category is described in detail, and individual documents are identified by date, author, recipient, and subject matter where practicable.
Category A: Engagement and Administrative Documents
The following engagement and administrative documents are included in the transfer:
1. Engagement Letter — Fully executed engagement letter between Calderwood & Harkness LLP and Northgate Telecommunications PLC, dated June 4, 2024, setting forth the scope of the Firm's representation, fee arrangements, billing procedures, and other terms and conditions of the engagement.
2. Scope of Engagement Memorandum — Memorandum from Renata Vasquez to Elaine Whitford, dated June 5, 2024, further delineating the scope of the Firm's engagement, anticipated work streams, staffing, and projected timeline for the negotiation.
3. Retainer Receipt and Trust Account Confirmation — Receipt and confirmation of deposit of the initial retainer in the amount of $75,000.00 into Calderwood & Harkness LLP's client trust account (IOLA Account), dated June 5, 2024.
4. Invoices — Copies of all invoices rendered during the course of the engagement, as follows:
5. Final Billing Summary and Trust Account Reconciliation — Final billing summary and trust account reconciliation prepared by the Firm's accounting department, dated October 3, 2024, reflecting the following:
Category B: Term Sheets and Negotiation Documents
The following term sheets and related negotiation documents are included in the transfer:
1. Initial Term Sheet (v1) — Initial term sheet prepared by Calderwood & Harkness LLP on behalf of Northgate, dated June 10, 2024, setting forth the Company's proposed terms for the employment of Mr. Harding as Chief Executive Officer, including proposed base compensation, annual incentive, long-term incentive structure, severance provisions, restrictive covenants, and other material terms.
2. Hargrove & Liddell Marked-Up Term Sheet (v2) — Marked-up version of the initial term sheet received from Victoria Hargrove of Hargrove & Liddell LLP, counsel to Mr. Harding, dated June 17, 2024, reflecting Mr. Harding's proposed revisions and counter-positions.
3. Revised Term Sheet — Northgate Counter-Proposal (v3) — Revised term sheet prepared by Calderwood & Harkness LLP incorporating Northgate's responses to the Hargrove & Liddell markup, dated June 24, 2024, reflecting compromises on certain compensation elements while maintaining the Company's positions on change in control and restrictive covenant terms.
4. Revised Term Sheet (v4) — Further revised term sheet incorporating the agreements reached during the negotiation call of July 8, 2024, dated July 10, 2024, which served as the basis for preparation of the initial draft employment agreement.
5. Final Compromise Proposal — Revised Term Sheet (v5-Final) — Final compromise term sheet prepared by Calderwood & Harkness LLP on behalf of Northgate, dated September 3, 2024, representing the Company's last, best offer on remaining open issues.
Category C: Draft Employment Agreements and Redlines
The following draft agreements, redlines, and related documents are included in the transfer:
1. Executive Employment Agreement — Draft 1 — Initial draft of the Executive Employment Agreement between Northgate Telecommunications US, Inc. (as the employing US subsidiary) and Marcus Elliot Harding, dated July 22, 2024, governed by the laws of the State of New York. This draft was prepared by Calderwood & Harkness LLP based upon the agreed positions reflected in the revised term sheet (v4).
2. Hargrove & Liddell Redline of Draft 1 — Redline markup of Draft 1 received from Victoria Hargrove of Hargrove & Liddell LLP on August 5, 2024, containing eighty-eight (88) comments and proposed revisions. Please note that Calderwood & Harkness LLP's internal annotations have been removed from the client copy included in this transfer; the version provided to Northgate reflects only the Hargrove & Liddell comments and proposed changes.
3. Executive Employment Agreement — Draft 2 — Second draft of the Executive Employment Agreement, dated August 12, 2024, incorporating responses to the Hargrove & Liddell redline of Draft 1, as directed by Northgate, and reflecting additional revisions based upon the Firm's recommendations.
4. Blackline Comparison — Draft 1 vs. Draft 2 — Blackline (comparison) document showing all changes between Draft 1 and Draft 2 of the Executive Employment Agreement, dated August 12, 2024, prepared for reference purposes.
5. Hargrove & Liddell Redline of Draft 2 — Redline markup of Draft 2 received from Victoria Hargrove of Hargrove & Liddell LLP on August 19, 2024, containing forty-two (42) comments and proposed revisions. As with the Draft 1 redline, Calderwood & Harkness LLP's internal annotations have been removed from the client copy included in this transfer.
Category D: Correspondence with Counterparty Counsel
The following correspondence between Calderwood & Harkness LLP and Hargrove & Liddell LLP (Victoria Hargrove, 51 Madison Avenue, 30th Floor, New York, New York 10010), counsel to Marcus Elliot Harding, is included in the transfer:
Email Correspondence:
1. Transmittal of initial term sheet (v1) — Vasquez to Hargrove, June 10, 2024.
2. Hargrove's preliminary comments on initial term sheet — Hargrove to Vasquez, June 13, 2024.
3. Hargrove's transmittal of marked-up term sheet (v2) — Hargrove to Vasquez, June 17, 2024.
4. Transmittal of Draft 1 of the Executive Employment Agreement — Vasquez to Hargrove, July 22, 2024.
5. Hargrove's transmittal of redline of Draft 1 — Hargrove to Vasquez, August 5, 2024.
6. Transmittal of Draft 2 of the Executive Employment Agreement with cover summary of principal changes — Vasquez to Hargrove, August 12, 2024.
7. Hargrove's transmittal of redline of Draft 2 — Hargrove to Vasquez, August 19, 2024.
8. Transmittal of final compromise proposal (term sheet v5-Final) — Vasquez to Hargrove, September 3, 2024.
9. Hargrove's rejection of final compromise proposal on behalf of Mr. Harding — Hargrove to Vasquez, September 9, 2024.
Formal Letters:
10. Formal transmittal of final compromise proposal with explanatory cover letter — Vasquez to Hargrove, dated September 3, 2024.
11. Formal notification of termination of negotiations — Vasquez to Hargrove, dated September 12, 2024.
Category E: Client Correspondence and Reporting
The following correspondence between Calderwood & Harkness LLP and Northgate is included in the transfer:
Emails from Renata Vasquez to Elaine Whitford:
1. Initial strategy discussion and key issues identification — June 7, 2024.
2. Summary of counterparty positions received to date and recommendation for response — June 20, 2024.
3. Status update and preview of anticipated counterparty objections to Draft 1 — July 29, 2024.
4. Summary of Hargrove & Liddell redline of Draft 1 and recommended path forward — August 8, 2024.
5. Status report on the two critical remaining open issues: (a) change in control provisions and (b) restrictive covenant scope and duration — August 22, 2024.
6. Post-principals meeting debrief and assessment of negotiation posture — August 27, 2024.
7. Forwarding of Hargrove's rejection of the final compromise proposal and recommendation to terminate negotiations — September 9, 2024.
8. Confirmation of delivery of formal termination of negotiations letter to Hargrove & Liddell LLP and discussion of next steps — September 12, 2024.
9. Guidance regarding public disclosure and non-disclosure considerations arising from the terminated negotiations — September 13, 2024.
10. Discussion of consideration of alternative candidates and potential interim CEO arrangements — September 18, 2024.
Emails from Elaine Whitford to Renata Vasquez:
11. Remuneration Committee guidance on change in control and non-compete provisions — June 22, 2024.
12. Board direction regarding the Company's boundaries on change in control and non-compete terms — August 9, 2024.
13. Board authorization to present the final compromise proposal to Hargrove & Liddell LLP — August 30, 2024.
14. Board call scheduling and communication of Geoffrey Stanton's preliminary views on negotiation status — September 9, 2024.
Category F: Meeting and Call Materials
The following meeting and call-related materials are included in the transfer:
1. Term Sheet Negotiation Call Notes — Notes from five (5) term sheet negotiation calls conducted by telephone between Calderwood & Harkness LLP and Hargrove & Liddell LLP, held on the following dates: June 24, 2024; July 1, 2024; July 8, 2024; July 12, 2024; and July 19, 2024.
2. Principals Meeting Agenda — Agenda prepared by Calderwood & Harkness LLP for the August 26, 2024 in-person principals meeting held at Northgate's offices, 600 Lexington Avenue, New York, New York.
3. Principals Meeting Notes — Meeting notes from the August 26, 2024 principals meeting. Attendees representing Northgate included Dame Philippa Thornton-Hale (Chair of the Board), Geoffrey Stanton (Lead Independent Director and Chair of the Remuneration Committee), Elaine Whitford (Senior Vice President & Group General Counsel), and Renata Vasquez (Calderwood & Harkness LLP). Mr. Marcus Elliot Harding attended with his counsel, Victoria Hargrove of Hargrove & Liddell LLP.
4. Board Call Notes — Notes from the Board of Directors call held on September 10, 2024. Attendees included Dame Philippa Thornton-Hale, Geoffrey Stanton, Lucinda Farrow, Dr. Tomás Herrera, Elaine Whitford, and Renata Vasquez.
Category G: Board Materials
The following Board-related materials are included in the transfer:
1. Board Resolution — Resolution of the Board of Directors of Northgate Telecommunications PLC, dated September 12, 2024, authorizing the termination of CEO employment negotiations with Marcus Elliot Harding and directing outside counsel to communicate such termination to counterparty counsel.
2. Principals Meeting Preparation Memorandum — Memorandum from Renata Vasquez to Elaine Whitford and Geoffrey Stanton, dated August 23, 2024, setting forth talking points, fallback positions, and strategic considerations in preparation for the August 26, 2024 in-person principals meeting.
Category H: Research and Advisory Memoranda (Non-Privileged / Client-Directed)
The following research memoranda and advisory materials prepared by Calderwood & Harkness LLP during the course of the engagement are included in the transfer. These memoranda were prepared at the direction of and for the benefit of the client and are being transferred accordingly:
1. Analysis of Harding's Existing Employment Agreement — Memorandum from James Underwood to Renata Vasquez, dated June 9, 2024, analyzing the key terms and implications of Mr. Harding's existing employment agreement with Marlowe Asset Management Digital Holdings, Inc., including notice period obligations, restrictive covenant provisions, clawback mechanisms, and change in control protections.
2. Section 280G Parachute Payment Analysis — Preliminary Framework — Memorandum from James Underwood to Renata Vasquez, dated June 7, 2024, providing a preliminary analytical framework for Internal Revenue Code Section 280G parachute payment considerations, including identification of Mr. Harding's estimated base amount ($7,840,000) and the corresponding safe harbor limit ($23,519,999).
3. Section 280G Detailed Analysis Under Draft 1 Terms — Memorandum from Katherine Archer to Renata Vasquez, dated July 25, 2024, providing a detailed Section 280G analysis based upon the compensation and severance terms set forth in Draft 1 of the Executive Employment Agreement, including estimated aggregate parachute payments of approximately $38,200,000, estimated excess parachute payments of $30,360,000, and estimated excise tax exposure of approximately $6,072,000 under Section 4999 of the Internal Revenue Code.
4. Change in Control Provisions — Market Survey and Best Practices — Memorandum from Katherine Archer to Renata Vasquez, dated June 7, 2024, surveying change in control provisions in recently negotiated CEO employment agreements among comparable publicly traded telecommunications companies and identifying current market practice and emerging trends.
5. New York Law Governing Executive Employment Agreements — Memorandum from James Underwood to Renata Vasquez, dated June 6, 2024, providing an overview of New York law applicable to the negotiation, formation, and enforcement of executive employment agreements, including key statutory provisions, recent case law developments, and drafting considerations.
6. Enforceability of Non-Compete Agreements Under New York Law — Memorandum from Katherine Archer to James Underwood, dated June 6, 2024, analyzing the enforceability of non-competition agreements under New York law, including the reasonableness standards applied by New York courts with respect to geographic scope, temporal duration, and scope of restricted activities.
7. Restrictive Covenant Drafting Considerations for C-Suite Telecom Executives — Memorandum from James Underwood to Renata Vasquez, dated June 8, 2024, addressing specific drafting considerations for restrictive covenants (including non-compete, non-solicitation, and non-disparagement provisions) in the context of C-suite executives in the telecommunications industry, with attention to industry-specific competitive dynamics and enforcement risk.
8. UK Corporate Governance Code 2024 — Implications for CEO Remuneration and Severance — Memorandum from James Underwood to Renata Vasquez, dated June 8, 2024, analyzing the provisions of the UK Corporate Governance Code (2024 revision) relevant to the structuring of CEO remuneration and severance arrangements for a UK-listed company, including shareholder approval requirements, clawback and malus provisions, and the Remuneration Committee's role.
9. Cross-Border Employment Structure — Dual US/UK Contract Architecture — Memorandum from Katherine Archer to James Underwood, dated June 9, 2024, evaluating potential structures for Mr. Harding's employment, including a dual-contract architecture involving both a US employment agreement (with Northgate Telecommunications US, Inc.) and a UK service agreement (with Northgate Telecommunications PLC), and analyzing the tax, employment law, and governance implications of each structural option.
10. Summary of Remaining Gaps Post-Principals Meeting — Memorandum from James Underwood to Renata Vasquez, dated August 28, 2024, summarizing the substantive gaps remaining between the parties' positions following the August 26, 2024 principals meeting, and identifying issues requiring resolution before a final agreement could be reached.
11. Analysis of H&L Redline of Term Sheet — Key Departures and Recommended Responses — Memorandum from James Underwood to Renata Vasquez, dated June 19, 2024, analyzing the key departures from Northgate's initial term sheet reflected in the Hargrove & Liddell marked-up term sheet (v2) and recommending specific responses to each departure.
12. Analysis of H&L Redline of Draft 1 — Issue-by-Issue Response Recommendation — Memorandum from James Underwood to Renata Vasquez, dated August 7, 2024, providing an issue-by-issue analysis of the eighty-eight (88) comments and proposed revisions in the Hargrove & Liddell redline of Draft 1, with recommendations for acceptance, rejection, or compromise on each issue.
13. Analysis of H&L Redline of Draft 2 — Remaining Open Issues — Memorandum from James Underwood to Renata Vasquez, dated August 21, 2024, analyzing the forty-two (42) comments and proposed revisions in the Hargrove & Liddell redline of Draft 2, identifying the narrowed set of remaining open issues, and assessing the likelihood of resolution.
14. Annotated Comparison: Term Sheet (v4) vs. Draft 1 Agreement — Annotated comparison document prepared by James Underwood, dated July 22, 2024, mapping the agreed term sheet provisions (v4) to the corresponding sections of Draft 1 of the Executive Employment Agreement and identifying areas where the draft agreement expanded upon or deviated from the term sheet.
Category I: Third-Party Correspondence
The following correspondence with third parties is included in the transfer:
1. Letter to Antonia Blythe, Kensington Partners Ltd. — Letter from Renata Vasquez to Antonia Blythe at Kensington Partners Ltd., 33 St James's Square, London SW1Y 4JS, United Kingdom, dated September 13, 2024, notifying the executive search firm of the termination of CEO employment negotiations with Mr. Harding and advising on the current status of the search process.
Category J: Post-Engagement Materials
The following post-engagement materials are included in the transfer:
1. Post-Termination Confidentiality Obligations and Document Handling — Memorandum from James Underwood to Renata Vasquez, dated September 12, 2024, addressing the confidentiality obligations of the parties following termination of negotiations, including obligations arising under any confidentiality agreement or non-disclosure undertaking exchanged between the parties during the negotiation process, and providing guidance on appropriate document handling protocols.
2. Lessons Learned — Analysis of Negotiation Breakdown and Recommendations for Future CEO Searches — Memorandum from Renata Vasquez to Elaine Whitford and Geoffrey Stanton, dated September 16, 2024, providing a candid assessment of the factors contributing to the breakdown in negotiations with Mr. Harding and offering recommendations for the structuring and conduct of future CEO search and employment negotiation processes.
3. Matter Closing Memorandum — Matter closing memorandum prepared by James Underwood, dated September 20, 2024, summarizing the history of the engagement, the work performed, the outcome, and the disposition of the file.
4. Engagement Closing Letter — Formal engagement closing letter from Calderwood & Harkness LLP to Northgate Telecommunications PLC, dated October 7, 2024.
III. Documents Retained by Calderwood & Harkness LLP
In accordance with Calderwood & Harkness LLP's Document Retention Policy and the terms of the Engagement Letter, the following categories of documents will be retained by the Firm and are not being transferred to Northgate as part of this file transfer. The Firm maintains these materials for its own administrative, risk management, and professional responsibility purposes.
Category 1: Internal Administrative and Conflicts Materials
1. Conflicts Check Clearance Memorandum — Internal memorandum dated June 3, 2024, documenting the Firm's conflicts of interest analysis conducted prior to the acceptance of the engagement. The conflicts check encompassed Northgate Telecommunications PLC, Marcus Elliot Harding, Marlowe Asset Management Digital Holdings, Inc., and Hargrove & Liddell LLP. No conflicts were identified. The clearance was approved by Renata Vasquez (Responsible Partner) and Bernard Crawford (Billing Partner).
2. New Matter Intake Form — Internal new matter intake form for Matter No. 1022-00004, dated June 4, 2024, identifying the client (Northgate Telecommunications PLC), the matter type (Executive Employment — Negotiation and Drafting), the responsible partner (Renata Vasquez), and the billing partner (Bernard Crawford).
Category 2: Attorney Work Product and Internal Privileged Strategy Documents
1. Internal Strategy Memorandum — Memorandum from Renata Vasquez to Bernard Crawford, dated June 9, 2024, setting forth the Firm's internal negotiation strategy, recommended positioning, and identification of red lines and fallback positions. This document constitutes privileged attorney work product prepared in anticipation of contested negotiations and reflects the mental impressions, conclusions, opinions, and legal theories of Firm attorneys.
2. C&H Internal Annotations on Hargrove & Liddell Redlines — Calderwood & Harkness LLP's internal annotations, comments, and strategic notations made on the Firm's internal copies of the Hargrove & Liddell redlines of Draft 1 and Draft 2 of the Executive Employment Agreement. These annotations were not shared with the client and reflect the mental impressions and strategic assessments of Firm attorneys.
3. Internal Draft Markups, Working Notes, and Attorney Mental Impressions — All other internal working drafts, preliminary markups, handwritten notes, and similar materials reflecting the mental impressions, strategic thinking, and preliminary analyses of Firm attorneys that were not shared with or disclosed to the client during the course of the engagement.
Category 3: Document Retention and Privilege Log
1. Document Retention and Privilege Log Memorandum — Memorandum from Katherine Archer to Renata Vasquez, dated September 17, 2024, cataloging all privileged and work-product documents generated during the engagement, setting forth the applicable privilege designations (attorney-client privilege, attorney work product, or both) for each document, and recommending appropriate retention periods in accordance with the Firm's Document Retention Policy.
Category 4: Firm Financial and Timekeeping Records
1. Internal Timekeeping Records and Billing Worksheets — Detailed time entries and billing worksheets for all attorneys and support staff who recorded time to Matter No. 1022-00004 during the course of the engagement.
2. Fee Arrangement Details — The following billing rates and hours were applicable to the engagement:
3. Trust Account Ledger Entries — Internal trust account ledger entries reflecting the deposit of the $75,000.00 retainer on June 5, 2024, maintenance of such funds in the Firm's IOLA trust account, and application of the retainer to the final invoice (1022-00004-004) in September 2024.
IV. Format of Document Transfer
The documents described in Section II above are being transferred to Northgate in the following formats:
Hard Copy Documents. Three (3) banker's boxes, sequentially numbered and labeled with Matter No. 1022-00004, are being delivered to Ms. Whitford via hand delivery at Northgate's offices at 600 Lexington Avenue, 38th Floor, New York, New York 10022, concurrently with this letter. The banker's boxes are labeled as follows: Box 1 of 3 (Categories A through D), box 2 of 3 (Categories E through G), and box 3 of 3 (Categories H through J). Within each box, documents are organized by category and, within each category, arranged in chronological order.
Electronic Documents. A complete set of the documents described in Section II, in their native electronic formats (including Microsoft Word, PDF, and email formats), is being transferred via secure encrypted file transfer to Ms. Whitford's designated secure repository, access credentials for which were confirmed by Ms. Whitford's office on October 4, 2024. The electronic file is organized into folders mirroring the categories described above (Categories A through J), with documents arranged chronologically within each folder. The secure file transfer link will remain active for a period of fourteen (14) calendar days from the date of this letter, after which time the files will be removed from the Firm's transfer platform. We recommend that Northgate download and archive all electronic files promptly upon receipt.
All documents — whether in hard copy or electronic format — are organized chronologically within each category to facilitate ease of reference and retrieval.
V. Privilege and Confidentiality Notice
We wish to remind Northgate that many of the documents included in this transfer contain privileged attorney-client communications and materials protected by the attorney work product doctrine. The attorney-client privilege belongs to Northgate as the client, and the Company should take appropriate steps to maintain the confidentiality of such materials and to prevent any inadvertent waiver of the privilege.
Please be aware that certain documents included in this transfer — particularly the term sheets (Categories B), draft employment agreements and redlines (Category C), and correspondence with counterparty counsel (Category D) — were shared with Victoria Hargrove of Hargrove & Liddell LLP and/or Mr. Harding during the course of the negotiations. Such documents, to the extent they were disclosed to third parties outside the scope of the attorney-client relationship, may not carry the same privilege protections as documents that remained confidential between Northgate and Calderwood & Harkness LLP. The inclusion of such documents in this transfer does not constitute a representation by the Firm as to the privileged or non-privileged status of any particular document.
We strongly recommend that Northgate consult with its General Counsel, Ms. Whitford, or successor outside counsel before disclosing any documents from the Matter file to third parties, including but not limited to regulatory authorities, counterparties in future transactions, auditors, or prospective CEO candidates. Particular care should be exercised with respect to the research memoranda in Category H, the Board materials in Category G, and the client correspondence in Category E, which may contain sensitive strategic assessments, legal analyses, and privileged communications.
VI. Acknowledgment and Receipt
We kindly request that Ms. Whitford sign and return the enclosed duplicate copy of this letter acknowledging receipt of the documents transferred hereunder. A pre-addressed return envelope has been included for your convenience. Please note that the acknowledgment of receipt is requested solely for the Firm's records and file-closing purposes, and such acknowledgment does not constitute a waiver of any rights of Northgate, Calderwood & Harkness LLP, or any other party, nor does it constitute a representation by Northgate as to the completeness or accuracy of the transferred materials.
VII. Document Retention Period
Calderwood & Harkness LLP will retain the documents described in Section III above for a period of seven (7) years from the Matter closing date of September 20, 2024 (i.e., through September 20, 2031), consistent with the Firm's standard Document Retention Policy for closed matters of this type.
Upon expiration of the seven-year retention period, the Firm reserves the right to destroy all retained documents — including hard copies, electronic files, and any backup or archival copies — without further notice to Northgate, unless Northgate submits a written request to the Firm prior to the expiration of the retention period asking that the documents be preserved for a longer specified period. Any such request should be directed to Renata Vasquez at the address set forth below or to her successor, as applicable.
Northgate is similarly advised to retain its portion of the Matter file, as transferred herewith, in accordance with the Company's own document retention policies and any applicable legal, regulatory, or contractual obligations. Without limiting the generality of the foregoing, we note that certain documents in the file may be relevant to the Company's obligations under applicable securities laws, corporate governance requirements, and tax regulations, and Northgate should consult with its General Counsel regarding appropriate retention periods for such materials.
VIII. Contact Information
Any questions regarding the documents transferred herewith, the documents retained by the Firm, or any other matter related to the closing of this engagement should be directed to:
Renata Vasquez, Partner Calderwood & Harkness LLP 299 Park Avenue, 42nd Floor New York, New York 10171 Telephone: (212) 506-7214
Email: rvasquez@calderwoodharkness.com
We appreciate the opportunity to have served Northgate Telecommunications PLC in connection with this Matter, and we remain available to assist the Company with any future legal needs.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Renata Vasquez Partner
cc: Bernard Crawford, Partner, Calderwood & Harkness LLP
James Underwood, Associate, Calderwood & Harkness LLP
Enclosures: As described above (three banker's boxes, hard copy; electronic file transfer via secure encrypted platform)
ACKNOWLEDGMENT OF RECEIPT
I, Elaine Whitford, Senior Vice President & Group General Counsel of Northgate Telecommunications PLC, hereby acknowledge receipt of the documents described in the foregoing File Transfer and Document Return Letter dated October 7, 2024, from Calderwood & Harkness LLP, relating to Matter No. 1022-00004 (Northgate Telecommunications PLC — CEO Employment Negotiation (Marcus Elliot Harding)).
This acknowledgment confirms receipt of the physical and electronic materials described in Section II of the foregoing letter, including three (3) banker's boxes of hard copy documents and electronic files transmitted via secure encrypted file transfer. This acknowledgment does not constitute a waiver of any rights of Northgate Telecommunications PLC, Calderwood & Harkness LLP, or any other party, nor does it constitute a representation as to the completeness or accuracy of the transferred materials.
________________________________________
Elaine Whitford Senior Vice President & Group General Counsel Northgate Telecommunications PLC
Date: ________
RETURN INSTRUCTIONS: Please sign this Acknowledgment of Receipt and return the signed original to Renata Vasquez, Calderwood & Harkness LLP, 299 Park Avenue, 42nd Floor, New York, New York 10171. A pre-addressed return envelope has been enclosed for your convenience. Alternatively, a signed and scanned copy may be transmitted electronically to rvasquez@calderwoodharkness.com.
| Invoice Number | Period | Gross Amount | |
| 1022-00004-001 | June 2024 | $78,925.00 | |
| 1022-00004-002 | July 2024 | $152,340.00 | |
| 1022-00004-003 | August 2024 | $184,710.00 | |
| 1022-00004-004 | September 2024 (Final) | $79,650.00 (gross) / $4,650.00 (net after $75,000.00 retainer credit) | |
| Item | Amount | ||
| Total Professional Fees | $487,350.00 | ||
| Total Disbursements | $8,275.00 | ||
| Total Charges | $495,625.00 | ||
| Less: Retainer Applied | ($75,000.00) | ||
| Net Balance (Paid) | $420,625.00 | ||
| Timekeeper | Role | Hourly Rate | Hours |
| Renata Vasquez | Partner | $1,650.00 | 78.5 |
| Bernard Crawford | Partner | $1,575.00 | 42.0 |
| James Underwood | Associate | $895.00 | 198.0 |
| Katherine Archer | Associate | $725.00 | 158.0 |