CALDERWOOD & HARKNESS LLP 299 Park Avenue, 42nd Floor New York, NY 10171

20 Fenchurch Street, 15th Floor London EC3M 3BY

September 12, 2024

VIA EMAIL AND OVERNIGHT COURIER

Victoria Hargrove, Esq. Hargrove & Liddell LLP 51 Madison Avenue, 30th Floor New York, NY 10010

Re: Termination of Negotiations — Proposed Executive Employment Agreement between Northgate Telecommunications PLC / Northgate Telecommunications US, Inc. and Marcus Elliot Harding Calderwood & Harkness Matter No. 1022-00004

Dear Ms. Hargrove:

I write on behalf of our clients, Northgate Telecommunications PLC, a public limited company incorporated under the laws of England and Wales, and its wholly-owned subsidiary, Northgate Telecommunications US, Inc., a Delaware corporation (collectively, "Northgate" or the "Company"), to formally notify Hargrove & Liddell LLP, as counsel to Marcus Elliot Harding ("Mr. Harding"), that the Board of Directors of Northgate Telecommunications PLC (the "Board") has resolved, effective as of September 12, 2024, to terminate all negotiations with Mr. Harding regarding the proposed Chief Executive Officer employment agreement (the "Proposed Agreement"). This decision follows the Board's careful deliberation, including a Board call held on September 10, 2024, at which Dame Philippa Thornton-Hale (Chair), Geoffrey Stanton (Lead Independent Director and Chair, Remuneration Committee), Lucinda Farrow (Chair, Nomination Committee), and Dr. Tomás Herrera (Non-Executive Director) participated, together with Elaine Whitford (SVP & Group General Counsel) and the undersigned.

Background and Procedural History

As you are aware, the negotiation of the Proposed Agreement has been the subject of extensive discussions over the course of approximately three months. For the avoidance of doubt and to ensure a clear record, I set forth below a summary of the relevant procedural history. Northgate circulated an initial term sheet to Mr. Harding and his advisors on June 10, 2024. Thereafter, the parties engaged in five rounds of term-sheet negotiation calls held on June 24, June 28, July 8, July 15, and July 19, 2024. Following the completion of those calls, Calderwood & Harkness LLP, in consultation with Northgate's Group General Counsel and external compensation advisors, circulated the first full draft of the Executive Employment Agreement on July 22, 2024 ("Draft 1"). Hargrove & Liddell's redline of Draft 1 was received on August 5, 2024, and contained eighty-eight (88) comments reflecting Mr. Harding's positions on various substantive and structural provisions. Northgate's revised draft ("Draft 2") was circulated on August 12, 2024, addressing and responding to each of those comments. Hargrove & Liddell's redline of Draft 2 was received on August 19, 2024, with forty-two (42) remaining comments.

In an effort to resolve the remaining open issues, an in-person principals meeting was held on August 26, 2024, at 600 Lexington Avenue, 38th Floor, New York, NY 10022. The meeting was attended by Dame Philippa Thornton-Hale, Geoffrey Stanton, Elaine Whitford, and the undersigned on behalf of Northgate, and by Mr. Harding and you on behalf of Mr. Harding. During that meeting, the parties discussed at length the remaining open items and explored various potential compromises with a view toward reaching definitive terms.

Following that meeting, and after further internal deliberation and consultation with Northgate's compensation advisors at Moorfield Bates LLP and tax counsel at Whitmore Hobson LLP, Northgate transmitted its final compromise proposal — a revised term sheet designated as version 5-Final ("v5-Final") — on September 3, 2024. That proposal was accompanied by a detailed explanatory cover letter setting forth the rationale for each of Northgate's final positions and identifying the specific concessions Northgate had made relative to its prior positions in an effort to reach agreement.

On September 9, 2024, you transmitted an email on behalf of Mr. Harding rejecting the final proposal. In that communication, Mr. Harding's minimum requirements — including, among other things, a three-times (3x) change in control severance multiplier, a full Section 280G tax gross-up, inclusion of a Board turnover trigger in the change in control definition, and a twelve-month (12-month) non-compete period — were characterized as "non-negotiable." The Board has considered Mr. Harding's position carefully and, for the reasons set forth below, has determined that a mutually acceptable agreement cannot be reached.

Identification of Unresolved Issues

The parties should be recognized for the substantial progress achieved during the course of these negotiations. The parties were able to reach agreement on numerous material terms of the Proposed Agreement, including base salary of $1,750,000 per annum, a target annual incentive opportunity of 175% of base salary, a maximum annual incentive opportunity of 300% of base salary, a sign-on cash bonus of $5,000,000, sign-on equity grants with an aggregate grant date fair value of $18,400,000, an annual long-term incentive target of $9,000,000, and various benefit and perquisite provisions, including relocation assistance, executive health benefits, and supplemental life and disability coverage.

Despite the foregoing and notwithstanding the extensive good-faith negotiations conducted over the past three months, the parties were ultimately unable to bridge the gap on two critical areas:

Change in Control Severance Provisions. Northgate's final position provided for a change in control severance multiplier of 2.5x (equal to an estimated cash severance payment of $12,031,250, calculated as 2.5 times the sum of base salary and target annual bonus), together with a "best-net cutback" approach under Internal Revenue Code Section 280G, whereby payments would be reduced only to the extent that such reduction would result in a greater after-tax benefit to Mr. Harding. This position could not be reconciled with Mr. Harding's demand for a 3x multiplier (equal to an estimated cash severance payment of $14,437,500), a full Section 280G tax gross-up (with an estimated potential cost to the Company of $4,200,000 to $6,800,000, depending on assumptions regarding base period compensation and the allocation of parachute payments), and the inclusion of a Board turnover trigger — defined by Mr. Harding as a change of more than fifty percent (50%) of the Board's composition within any twenty-four (24) month period — in the definition of "change in control." The aggregate economic exposure differential between the two positions is significant, and the inclusion of a full tax gross-up and the Board turnover trigger raised concerns among the Board and the Remuneration Committee regarding compliance with Northgate's compensation philosophy and emerging institutional shareholder expectations.

Restrictive Covenant Obligations. Northgate's final proposal provided for an eighteen-month (18-month) post-termination non-compete covering North America and Western Europe, with a six-month (6-month) garden leave period during which Mr. Harding would receive continuation of base salary only. This position could not be reconciled with Mr. Harding's demand for a twelve-month (12-month) non-compete limited exclusively to a scheduled list of direct competitors (to be agreed upon and annexed to the agreement), with a twelve-month (12-month) garden leave period during which Mr. Harding would receive full compensation, defined as base salary plus a pro-rata annual bonus at not less than the target level. The differences between the parties' positions on the restrictive covenant provisions were not solely economic in nature; they also implicated fundamental questions regarding the scope of competitive protection available to the Company and the enforceability of the covenants under applicable law in the relevant jurisdictions.

These differences, both in economic terms and in underlying principle, proved irreconcilable despite the sustained efforts of both parties and their respective counsel to identify acceptable compromises.

Formal Notification of Termination of Negotiations

In light of the foregoing, I am directed to advise you clearly and unequivocally that, by resolution of the Board of Directors of Northgate Telecommunications PLC duly adopted on September 12, 2024, Northgate has authorized and directed the termination of all negotiations with Mr. Harding for the position of Chief Executive Officer. The Board's decision is final and is not subject to further reconsideration.

For the avoidance of doubt, I confirm that no definitive employment agreement was executed by or on behalf of Northgate or Mr. Harding at any point during the negotiation process, and that no binding commitments or obligations have been assumed by either party in connection with the proposed employment. The initial term sheet, all draft employment agreements (including Drafts 1 and 2), all redlines exchanged between the parties, the final compromise proposal (v5-Final), the accompanying cover letter, and all related correspondence were exchanged on a non-binding, subject-to-execution basis, and none of the foregoing constitutes or shall be deemed to constitute a binding agreement, an offer capable of acceptance, or an obligation of any kind on the part of Northgate or any of its affiliates, directors, officers, or advisors.

Confidential Materials — Return or Destruction

We hereby request that Hargrove & Liddell LLP and Mr. Harding promptly return or destroy all confidential materials received from Northgate, Calderwood & Harkness LLP, or any of Northgate's advisors — including, without limitation, materials received from or prepared by Whitmore Hobson LLP (tax counsel), Moorfield Bates LLP (compensation consultants), Kensington Partners Ltd. (executive search firm), and Galloway & Partners (corporate governance advisors) — during the course of the negotiation. For purposes of this request, "confidential materials" include, without limitation, the following:

(a) All drafts of the proposed Executive Employment Agreement, including Draft 1 (dated July 22, 2024) and Draft 2 (dated August 12, 2024), together with all redlines, markups, comments, and annotations thereof;

(b) All versions of the term sheet, from version 1 (dated June 10, 2024) through version 5-Final (dated September 3, 2024), together with all redlines, markups, comments, and annotations thereof;

(c) All internal financial, compensation, or organizational information provided by or on behalf of Northgate during the negotiation, including any materials regarding the Northgate Telecommunications PLC 2022 Omnibus Incentive Plan, historical and projected share price data, equity pool information, dilution analyses, or peer-group compensation benchmarking data prepared by or on behalf of the Remuneration Committee;

(d) Any materials relating to the proposed dual employment structure (US/UK contract architecture), including any analysis of tax treaty implications, social security coordination, or cross-border secondment arrangements;

(e) Any materials relating to Northgate's corporate governance practices, shareholder composition, institutional investor feedback, or Board deliberations, including any summaries or excerpts of Board or committee minutes or resolutions;

(f) Any notes, summaries, memoranda, or other records of the August 26, 2024 principals meeting or of any of the five rounds of negotiation calls held between June 24 and July 19, 2024; and

(g) Any copies, extracts, or derivative works of or based upon any of the foregoing materials, in whatever form or medium, whether physical or electronic.

We request written confirmation of the return or destruction of all such confidential materials within fifteen (15) business days of the date of this letter — that is, no later than October 3, 2024. Such confirmation should be provided in writing by you, as counsel to Mr. Harding, and should certify that, to the best of your knowledge and after reasonable inquiry, all confidential materials have been returned or destroyed and that no copies or derivative works have been retained, except as may be required to be maintained by Hargrove & Liddell LLP pursuant to applicable professional responsibility rules or internal document retention policies, provided that any such retained materials remain subject to the confidentiality obligations described below.

Ongoing Confidentiality Obligations

I take this opportunity to remind Hargrove & Liddell LLP and Mr. Harding of their continuing obligations of confidentiality with respect to all information disclosed during the course of the negotiation. As you will recall, prior to the commencement of substantive discussions, Northgate and Mr. Harding entered into a mutual Non-Disclosure Agreement dated May 28, 2024 (the "NDA"), which was facilitated by Kensington Partners Ltd. in connection with the CEO search process. The NDA, by its terms, survives the termination of negotiations and continues to bind both parties for a period of twenty-four (24) months from the date of execution, irrespective of the outcome of the discussions.

In accordance with the NDA and applicable principles of professional responsibility, we emphasize that neither party shall disclose to any third party — including, without limitation, Mr. Harding's current employer, Marlowe Asset Management Digital Holdings, Inc., or any media outlet, industry publication, analyst, investor, or other person or entity — the existence of the negotiations, the identity of the parties involved, the terms discussed, or the reasons for the termination of negotiations, except as may be required by applicable law, regulation, or valid legal process.

In this regard, Northgate has conducted a thorough review and has determined that no public disclosure obligation exists under the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"), the New York Stock Exchange ("NYSE"), or the United Kingdom Financial Conduct Authority ("FCA"), as no definitive agreement was reached and no material commitment was made. Accordingly, Northgate does not intend to make any public disclosure regarding the negotiation or its termination, and we respectfully request that Mr. Harding and his counsel similarly refrain from any public disclosure.

Non-Disparagement

While no binding agreement was ultimately executed between the parties, we note that during the course of the negotiation — specifically, during the August 26, 2024 principals meeting — both parties expressed agreement in principle on a mutual, perpetual non-disparagement undertaking, with customary carve-outs for truthful statements made in connection with legal proceedings, regulatory inquiries, or as otherwise required by law. Although no signed agreement memorializes this understanding, we respectfully request that Mr. Harding and his counsel honor the spirit of that undertaking notwithstanding the absence of a definitive agreement. Northgate and its directors, officers, and advisors intend to conduct themselves in accordance with that understanding and will not make any disparaging remarks regarding Mr. Harding.

Reservation of Rights

Northgate expressly reserves all of its rights and remedies, whether at law or in equity, in connection with any breach of the NDA, any breach of confidentiality obligations, or any other obligations arising out of or in connection with the negotiation of the Proposed Agreement. Nothing in this letter shall be construed as a waiver, release, or relinquishment of any right, claim, or remedy that Northgate may have against Mr. Harding or any other person or entity, whether now existing or hereafter arising. Further, nothing in this letter shall be construed as an admission of any liability, obligation, or wrongdoing on the part of Northgate, its affiliates, or any of its or their respective directors, officers, employees, or advisors.

Closing

Notwithstanding the outcome of these negotiations, Northgate wishes to express its sincere appreciation for the time and engagement that Mr. Harding devoted to this process. The Board and the senior leadership of the Company valued the substantive discussions and found Mr. Harding to be a highly accomplished and thoughtful executive. The decision to terminate negotiations does not in any way reflect upon Mr. Harding's qualifications, capabilities, or professional reputation, but rather reflects the inability of the parties to reach mutually acceptable terms on the specific provisions described above — a circumstance that, while regrettable, is not uncommon in negotiations of this complexity and significance. We trust and hope that the process has been conducted professionally and in good faith on all sides.

Should you have any questions regarding this letter or any of the matters described herein, please do not hesitate to contact the undersigned at Calderwood & Harkness LLP, 299 Park Avenue, 42nd Floor, New York, NY 10171, telephone (212) 555-4800, or by email at rvasquez@calderwoodharkness.com. Alternatively, you may direct inquiries to Elaine Whitford, SVP & Group General Counsel, Northgate Telecommunications PLC, at 600 Lexington Avenue, 38th Floor, New York, NY 10022, telephone (212) 555-9200, or by email at ewhitford@northgatetelecom.com.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Renata Vasquez, Partner

cc: Elaine Whitford, SVP & Group General Counsel, Northgate Telecommunications PLC cc: Geoffrey Stanton, Lead Independent Director and Chair, Remuneration Committee, Northgate Telecommunications PLC cc: Dame Philippa Thornton-Hale, Chair of the Board, Northgate Telecommunications PLC cc: Bernard Crawford, Partner, Calderwood & Harkness LLP

Enclosures: None

CALDERWOOD & HARKNESS LLP 299 Park Avenue, 42nd Floor New York, NY 10171
20 Fenchurch Street, 15th Floor London EC3M 3BY
September 12, 2024
VIA EMAIL AND OVERNIGHT COURIER
Victoria Hargrove, Esq. Hargrove & Liddell LLP 51 Madison Avenue, 30th Floor New York, NY 10010
Re: Termination of Negotiations — Proposed Executive Employment Agreement between Northgate Telecommunications PLC / Northgate Telecommunications US, Inc. and Marcus Elliot Harding Calderwood & Harkness Matter No. 1022-00004
Dear Ms. Hargrove:
I write on behalf of our clients, Northgate Telecommunications PLC, a public limited company incorporated under the laws of England and Wales, and its wholly-owned subsidiary, Northgate Telecommunications US, Inc., a Delaware corporation (collectively, "Northgate" or the "Company"), to formally notify Hargrove & Liddell LLP, as counsel to Marcus Elliot Harding ("Mr. Harding"), that the Board of Directors of Northgate Telecommunications PLC (the "Board") has resolved, effective as of September 12, 2024, to terminate all negotiations with Mr. Harding regarding the proposed Chief Executive Officer employment agreement (the "Proposed Agreement"). This decision follows the Board's careful deliberation, including a Board call held on September 10, 2024, at which Dame Philippa Thornton-Hale (Chair), Geoffrey Stanton (Lead Independent Director and Chair, Remuneration Committee), Lucinda Farrow (Chair, Nomination Committee), and Dr. Tomás Herrera (Non-Executive Director) participated, together with Elaine Whitford (SVP & Group General Counsel) and the undersigned.
Background and Procedural History
As you are aware, the negotiation of the Proposed Agreement has been the subject of extensive discussions over the course of approximately three months. For the avoidance of doubt and to ensure a clear record, I set forth below a summary of the relevant procedural history. Northgate circulated an initial term sheet to Mr. Harding and his advisors on June 10, 2024. Thereafter, the parties engaged in five rounds of term-sheet negotiation calls held on June 24, June 28, July 8, July 15, and July 19, 2024. Following the completion of those calls, Calderwood & Harkness LLP, in consultation with Northgate's Group General Counsel and external compensation advisors, circulated the first full draft of the Executive Employment Agreement on July 22, 2024 ("Draft 1"). Hargrove & Liddell's redline of Draft 1 was received on August 5, 2024, and contained eighty-eight (88) comments reflecting Mr. Harding's positions on various substantive and structural provisions. Northgate's revised draft ("Draft 2") was circulated on August 12, 2024, addressing and responding to each of those comments. Hargrove & Liddell's redline of Draft 2 was received on August 19, 2024, with forty-two (42) remaining comments.
In an effort to resolve the remaining open issues, an in-person principals meeting was held on August 26, 2024, at 600 Lexington Avenue, 38th Floor, New York, NY 10022. The meeting was attended by Dame Philippa Thornton-Hale, Geoffrey Stanton, Elaine Whitford, and the undersigned on behalf of Northgate, and by Mr. Harding and you on behalf of Mr. Harding. During that meeting, the parties discussed at length the remaining open items and explored various potential compromises with a view toward reaching definitive terms.
Following that meeting, and after further internal deliberation and consultation with Northgate's compensation advisors at Moorfield Bates LLP and tax counsel at Whitmore Hobson LLP, Northgate transmitted its final compromise proposal — a revised term sheet designated as version 5-Final ("v5-Final") — on September 3, 2024. That proposal was accompanied by a detailed explanatory cover letter setting forth the rationale for each of Northgate's final positions and identifying the specific concessions Northgate had made relative to its prior positions in an effort to reach agreement.
On September 9, 2024, you transmitted an email on behalf of Mr. Harding rejecting the final proposal. In that communication, Mr. Harding's minimum requirements — including, among other things, a three-times (3x) change in control severance multiplier, a full Section 280G tax gross-up, inclusion of a Board turnover trigger in the change in control definition, and a twelve-month (12-month) non-compete period — were characterized as "non-negotiable." The Board has considered Mr. Harding's position carefully and, for the reasons set forth below, has determined that a mutually acceptable agreement cannot be reached.
Identification of Unresolved Issues
The parties should be recognized for the substantial progress achieved during the course of these negotiations. The parties were able to reach agreement on numerous material terms of the Proposed Agreement, including base salary of $1,750,000 per annum, a target annual incentive opportunity of 175% of base salary, a maximum annual incentive opportunity of 300% of base salary, a sign-on cash bonus of $5,000,000, sign-on equity grants with an aggregate grant date fair value of $18,400,000, an annual long-term incentive target of $9,000,000, and various benefit and perquisite provisions, including relocation assistance, executive health benefits, and supplemental life and disability coverage.
Despite the foregoing and notwithstanding the extensive good-faith negotiations conducted over the past three months, the parties were ultimately unable to bridge the gap on two critical areas:
Change in Control Severance Provisions. Northgate's final position provided for a change in control severance multiplier of 2.5x (equal to an estimated cash severance payment of $12,031,250, calculated as 2.5 times the sum of base salary and target annual bonus), together with a "best-net cutback" approach under Internal Revenue Code Section 280G, whereby payments would be reduced only to the extent that such reduction would result in a greater after-tax benefit to Mr. Harding. This position could not be reconciled with Mr. Harding's demand for a 3x multiplier (equal to an estimated cash severance payment of $14,437,500), a full Section 280G tax gross-up (with an estimated potential cost to the Company of $4,200,000 to $6,800,000, depending on assumptions regarding base period compensation and the allocation of parachute payments), and the inclusion of a Board turnover trigger — defined by Mr. Harding as a change of more than fifty percent (50%) of the Board's composition within any twenty-four (24) month period — in the definition of "change in control." The aggregate economic exposure differential between the two positions is significant, and the inclusion of a full tax gross-up and the Board turnover trigger raised concerns among the Board and the Remuneration Committee regarding compliance with Northgate's compensation philosophy and emerging institutional shareholder expectations.
Restrictive Covenant Obligations. Northgate's final proposal provided for an eighteen-month (18-month) post-termination non-compete covering North America and Western Europe, with a six-month (6-month) garden leave period during which Mr. Harding would receive continuation of base salary only. This position could not be reconciled with Mr. Harding's demand for a twelve-month (12-month) non-compete limited exclusively to a scheduled list of direct competitors (to be agreed upon and annexed to the agreement), with a twelve-month (12-month) garden leave period during which Mr. Harding would receive full compensation, defined as base salary plus a pro-rata annual bonus at not less than the target level. The differences between the parties' positions on the restrictive covenant provisions were not solely economic in nature; they also implicated fundamental questions regarding the scope of competitive protection available to the Company and the enforceability of the covenants under applicable law in the relevant jurisdictions.
These differences, both in economic terms and in underlying principle, proved irreconcilable despite the sustained efforts of both parties and their respective counsel to identify acceptable compromises.
Formal Notification of Termination of Negotiations
In light of the foregoing, I am directed to advise you clearly and unequivocally that, by resolution of the Board of Directors of Northgate Telecommunications PLC duly adopted on September 12, 2024, Northgate has authorized and directed the termination of all negotiations with Mr. Harding for the position of Chief Executive Officer. The Board's decision is final and is not subject to further reconsideration.
For the avoidance of doubt, I confirm that no definitive employment agreement was executed by or on behalf of Northgate or Mr. Harding at any point during the negotiation process, and that no binding commitments or obligations have been assumed by either party in connection with the proposed employment. The initial term sheet, all draft employment agreements (including Drafts 1 and 2), all redlines exchanged between the parties, the final compromise proposal (v5-Final), the accompanying cover letter, and all related correspondence were exchanged on a non-binding, subject-to-execution basis, and none of the foregoing constitutes or shall be deemed to constitute a binding agreement, an offer capable of acceptance, or an obligation of any kind on the part of Northgate or any of its affiliates, directors, officers, or advisors.
Confidential Materials — Return or Destruction
We hereby request that Hargrove & Liddell LLP and Mr. Harding promptly return or destroy all confidential materials received from Northgate, Calderwood & Harkness LLP, or any of Northgate's advisors — including, without limitation, materials received from or prepared by Whitmore Hobson LLP (tax counsel), Moorfield Bates LLP (compensation consultants), Kensington Partners Ltd. (executive search firm), and Galloway & Partners (corporate governance advisors) — during the course of the negotiation. For purposes of this request, "confidential materials" include, without limitation, the following:
(a) All drafts of the proposed Executive Employment Agreement, including Draft 1 (dated July 22, 2024) and Draft 2 (dated August 12, 2024), together with all redlines, markups, comments, and annotations thereof;
(b) All versions of the term sheet, from version 1 (dated June 10, 2024) through version 5-Final (dated September 3, 2024), together with all redlines, markups, comments, and annotations thereof;
(c) All internal financial, compensation, or organizational information provided by or on behalf of Northgate during the negotiation, including any materials regarding the Northgate Telecommunications PLC 2022 Omnibus Incentive Plan, historical and projected share price data, equity pool information, dilution analyses, or peer-group compensation benchmarking data prepared by or on behalf of the Remuneration Committee;
(d) Any materials relating to the proposed dual employment structure (US/UK contract architecture), including any analysis of tax treaty implications, social security coordination, or cross-border secondment arrangements;
(e) Any materials relating to Northgate's corporate governance practices, shareholder composition, institutional investor feedback, or Board deliberations, including any summaries or excerpts of Board or committee minutes or resolutions;
(f) Any notes, summaries, memoranda, or other records of the August 26, 2024 principals meeting or of any of the five rounds of negotiation calls held between June 24 and July 19, 2024; and
(g) Any copies, extracts, or derivative works of or based upon any of the foregoing materials, in whatever form or medium, whether physical or electronic.
We request written confirmation of the return or destruction of all such confidential materials within fifteen (15) business days of the date of this letter — that is, no later than October 3, 2024. Such confirmation should be provided in writing by you, as counsel to Mr. Harding, and should certify that, to the best of your knowledge and after reasonable inquiry, all confidential materials have been returned or destroyed and that no copies or derivative works have been retained, except as may be required to be maintained by Hargrove & Liddell LLP pursuant to applicable professional responsibility rules or internal document retention policies, provided that any such retained materials remain subject to the confidentiality obligations described below.
Ongoing Confidentiality Obligations
I take this opportunity to remind Hargrove & Liddell LLP and Mr. Harding of their continuing obligations of confidentiality with respect to all information disclosed during the course of the negotiation. As you will recall, prior to the commencement of substantive discussions, Northgate and Mr. Harding entered into a mutual Non-Disclosure Agreement dated May 28, 2024 (the "NDA"), which was facilitated by Kensington Partners Ltd. in connection with the CEO search process. The NDA, by its terms, survives the termination of negotiations and continues to bind both parties for a period of twenty-four (24) months from the date of execution, irrespective of the outcome of the discussions.
In accordance with the NDA and applicable principles of professional responsibility, we emphasize that neither party shall disclose to any third party — including, without limitation, Mr. Harding's current employer, Marlowe Asset Management Digital Holdings, Inc., or any media outlet, industry publication, analyst, investor, or other person or entity — the existence of the negotiations, the identity of the parties involved, the terms discussed, or the reasons for the termination of negotiations, except as may be required by applicable law, regulation, or valid legal process.
In this regard, Northgate has conducted a thorough review and has determined that no public disclosure obligation exists under the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"), the New York Stock Exchange ("NYSE"), or the United Kingdom Financial Conduct Authority ("FCA"), as no definitive agreement was reached and no material commitment was made. Accordingly, Northgate does not intend to make any public disclosure regarding the negotiation or its termination, and we respectfully request that Mr. Harding and his counsel similarly refrain from any public disclosure.
Non-Disparagement
While no binding agreement was ultimately executed between the parties, we note that during the course of the negotiation — specifically, during the August 26, 2024 principals meeting — both parties expressed agreement in principle on a mutual, perpetual non-disparagement undertaking, with customary carve-outs for truthful statements made in connection with legal proceedings, regulatory inquiries, or as otherwise required by law. Although no signed agreement memorializes this understanding, we respectfully request that Mr. Harding and his counsel honor the spirit of that undertaking notwithstanding the absence of a definitive agreement. Northgate and its directors, officers, and advisors intend to conduct themselves in accordance with that understanding and will not make any disparaging remarks regarding Mr. Harding.
Reservation of Rights
Northgate expressly reserves all of its rights and remedies, whether at law or in equity, in connection with any breach of the NDA, any breach of confidentiality obligations, or any other obligations arising out of or in connection with the negotiation of the Proposed Agreement. Nothing in this letter shall be construed as a waiver, release, or relinquishment of any right, claim, or remedy that Northgate may have against Mr. Harding or any other person or entity, whether now existing or hereafter arising. Further, nothing in this letter shall be construed as an admission of any liability, obligation, or wrongdoing on the part of Northgate, its affiliates, or any of its or their respective directors, officers, employees, or advisors.
Closing
Notwithstanding the outcome of these negotiations, Northgate wishes to express its sincere appreciation for the time and engagement that Mr. Harding devoted to this process. The Board and the senior leadership of the Company valued the substantive discussions and found Mr. Harding to be a highly accomplished and thoughtful executive. The decision to terminate negotiations does not in any way reflect upon Mr. Harding's qualifications, capabilities, or professional reputation, but rather reflects the inability of the parties to reach mutually acceptable terms on the specific provisions described above — a circumstance that, while regrettable, is not uncommon in negotiations of this complexity and significance. We trust and hope that the process has been conducted professionally and in good faith on all sides.
Should you have any questions regarding this letter or any of the matters described herein, please do not hesitate to contact the undersigned at Calderwood & Harkness LLP, 299 Park Avenue, 42nd Floor, New York, NY 10171, telephone (212) 555-4800, or by email at rvasquez@calderwoodharkness.com. Alternatively, you may direct inquiries to Elaine Whitford, SVP & Group General Counsel, Northgate Telecommunications PLC, at 600 Lexington Avenue, 38th Floor, New York, NY 10022, telephone (212) 555-9200, or by email at ewhitford@northgatetelecom.com.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Renata Vasquez, Partner
cc: Elaine Whitford, SVP & Group General Counsel, Northgate Telecommunications PLC cc: Geoffrey Stanton, Lead Independent Director and Chair, Remuneration Committee, Northgate Telecommunications PLC cc: Dame Philippa Thornton-Hale, Chair of the Board, Northgate Telecommunications PLC cc: Bernard Crawford, Partner, Calderwood & Harkness LLP
Enclosures: None

CALDERWOOD & HARKNESS LLP 299 Park Avenue, 42nd Floor New York, NY 10171

VIA EMAIL AND OVERNIGHT COURIER

CALDERWOOD & HARKNESS LLP

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