1022-00004 · Northgate Telecommunications PLC · Final Proposal & Termination

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MEMORANDUM

ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT / CONFIDENTIAL

FROM: Devon Archer, Associate, Calderwood & Harkness LLP

TO: Renata Vasquez, Partner, Calderwood & Harkness LLP

DATE: September 17, 2024

RE: Document Retention and Privilege Log — Matter No. 1022-00004 (Northgate Telecommunications PLC — CEO Employment Negotiation)

CLIENT: Northgate Telecommunications PLC

MATTER STATUS: Closed — Terminated (September 12, 2024)

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I. Purpose and Scope

This memorandum catalogs all privileged and work-product documents generated during engagement 1022-00004, identifies the applicable privilege designation for each document or category of documents, and recommends retention periods consistent with Calderwood & Harkness LLP's document retention policy and applicable law. This memorandum is itself protected as attorney work product and should be maintained as the cover document for the closed matter file.

The engagement involved the negotiation and drafting of a proposed executive employment agreement between Northgate Telecommunications PLC ("NTP" or the "Company"), together with its wholly-owned United States subsidiary, Northgate Telecommunications US, Inc. ("NTP US"), and Marcus Elliot Harding ("Harding"), the proposed incoming Chief Executive Officer. The engagement encompassed all aspects of the employment relationship, including base compensation, annual incentive compensation, long-term incentive equity awards, sign-on compensation (both cash and equity), change in control severance, non-change-in-control severance, restrictive covenant obligations (including non-competition, non-solicitation, and confidentiality provisions), indemnification and directors' and officers' insurance, perquisites, and the cross-border dual US/UK contract architecture required by NTP's corporate structure and regulatory obligations.

The engagement ran from June 4, 2024, when the engagement letter was executed by Elaine Whitford, SVP & Group General Counsel of NTP, through September 12, 2024, when the NTP Board of Directors adopted a formal resolution to terminate negotiations with Harding.

The members of the Calderwood & Harkness LLP engagement team were as follows:

• Responsible Partner: Renata Vasquez

• Billing Partner: Bernard Crawford

• Lead Associate: James Underwood

• Working Associate: Devon Archer

The negotiation ultimately collapsed at the term-sheet stage when the parties were unable to reach agreement on two core issues: (1) the change in control severance provisions — specifically, the applicable multiplier, the tax treatment (best-net cutback versus full excise tax gross-up), and the inclusion of a Board turnover trigger; and (2) the scope and duration of the restrictive covenant obligations — specifically, the duration of the non-competition period, the geographic scope of the non-competition restriction, and the definition of competitive activities. Despite multiple rounds of negotiation, including an in-person principals meeting on August 26, 2024, attended by NTP Board Chair Dame Philippa Thornton-Hale, Remuneration Committee Chair Geoffrey Stanton, and Harding himself, the gap between the parties' positions proved insurmountable. On September 9, 2024, opposing counsel Victoria Hargrove of Hargrove & Liddell LLP formally communicated Harding's rejection of NTP's best-and-final proposal, and the NTP Board resolved to terminate the negotiations on September 12, 2024.

This memorandum identifies a total of seventy-five (75) documents in the engagement file. Each document is cataloged below with its privilege designation, a summary description, and a recommended retention period. In addition, this memorandum addresses special privilege considerations arising from communications with third-party advisors, litigation hold considerations, and handling instructions for the closed matter file.

II. Applicable Privilege Designations

The documents in the engagement file fall into four principal privilege categories. This section describes each category, identifies the legal basis for the designation, and provides guidance on the scope and limitations of the applicable protection.

A. Attorney-Client Privilege

The attorney-client privilege protects confidential communications between Calderwood & Harkness LLP attorneys and Northgate client representatives made for the purpose of providing or seeking legal advice in connection with the negotiation and drafting of the proposed CEO employment agreement. The privilege attaches to communications in both directions — that is, communications from C&H attorneys transmitting legal analysis and strategic recommendations to the client, and communications from client representatives providing facts and instructions to C&H attorneys for the purpose of obtaining legal advice.

The NTP client representatives with whom privileged communications were exchanged during the engagement include the following individuals:

• Elaine Whitford, SVP & Group General Counsel — primary client contact and day-to-day liaison for legal matters

• Geoffrey Stanton, Chair, Remuneration Committee — provided Board-level guidance on compensation parameters and change in control provisions

• Dame Philippa Thornton-Hale, Board Chair — participated in the August 26, 2024 principals meeting and the September 10, 2024 Board call

• Priya Narayanan, Chief People Officer — consulted on human resources and compensation benchmarking matters

• Jonathan Briggs, Chief Financial Officer — consulted on tax and accounting implications of compensation structures, including Section 280G analysis

Privileged documents in this category include emails, letters, and memoranda transmitting legal analysis and strategic recommendations to the client, as well as responsive communications from client representatives providing instructions, factual information, and feedback. The privilege is held by the client, NTP, and may only be waived by the client or its authorized representative.

B. Attorney Work Product

The attorney work product doctrine protects documents prepared by Calderwood & Harkness attorneys in anticipation of or in connection with the negotiation of the employment agreement. While the work product doctrine is most commonly associated with documents prepared in anticipation of litigation, it also applies to documents prepared in connection with transactional matters where the attorney's mental processes, legal analysis, and strategic thinking are reflected. See, e.g., Schaeffler v. United States, 806 F.3d 34, 43 (2d Cir. 2015) (recognizing work product protection in transactional context); In re Grand Jury Subpoena, 220 F.R.D. 130, 143 (D. Mass. 2004).

Work product documents in this engagement include internal research memoranda, strategy memoranda, draft analyses, call notes reflecting mental impressions and negotiation strategy, and redline annotations on counterparty drafts. The doctrine provides two levels of protection:

• Fact Work Product (lower protection): Documents that record factual information gathered by the attorney, such as annotated comparisons reflecting non-evaluative observations, factual portions of call notes, and term sheet markups that do not reflect legal analysis. Fact work product may be discoverable upon a showing of substantial need and inability to obtain the substantial equivalent by other means without undue hardship. See Fed. R. Civ. P. 26(b)(3)(A).

• Opinion Work Product (higher protection): Documents reflecting the mental impressions, conclusions, opinions, and legal theories of the attorney. Opinion work product is afforded virtually absolute protection and is discoverable only in the rarest of circumstances. See Hickman v. Taylor, 329 U.S. 495, 510-11 (1947); In re Cendant Corp. Sec. Litig., 343 F.3d 658, 663-64 (3d Cir. 2003). The vast majority of the internal memoranda and strategy documents in this engagement file constitute opinion work product.

C. Common Interest / Joint Privilege

The common interest doctrine may apply to communications between Calderwood & Harkness LLP and Moorfield Bates LLP, the UK employment counsel to NTP. During the engagement, both firms were advising the same client on related legal matters — specifically, the dual US/UK contract architecture required for Harding's employment. C&H was responsible for the US-governed primary employment agreement (with NTP US, Inc.), while Moorfield Bates LLP (through Simon Aldridge, Partner, and Hannah Carmichael, Senior Associate) was responsible for the UK service agreement (with NTP PLC) and compliance with UK regulatory requirements, including FCA Senior Managers and Certification Regime ("SM&CR") obligations and the UK Corporate Governance Code 2024.

It is noted that no formal common interest agreement was executed between Calderwood & Harkness LLP and Moorfield Bates LLP during the course of the engagement. However, the communications between the two firms were made at the client's express direction for a common legal purpose — namely, the structuring and negotiation of Harding's employment arrangement across both jurisdictions. Under the common interest doctrine, the sharing of privileged communications between attorneys representing the same client or clients with aligned legal interests does not waive the attorney-client privilege, provided the communications were made in furtherance of a common legal interest. See United States v. Schwimmer, 892 F.2d 237, 243 (2d Cir. 1989); In re Teleglobe Commc'ns Corp., 493 F.3d 345, 364 (3d Cir. 2007).

Recommendation: The basis for the common interest privilege should be documented in this privilege log. If litigation risk arises in connection with this matter, consideration should be given to executing a retroactive common interest agreement between C&H and Moorfield Bates LLP to memorialize the parties' shared legal purpose and the client's direction that the firms coordinate their advice.

D. Non-Privileged Materials

Certain categories of documents in the engagement file are not protected by any privilege. These include:

• Documents exchanged with opposing counsel, Hargrove & Liddell LLP (Victoria Hargrove, Partner, and Nathan Chu, Associate), in the ordinary course of negotiation, including term sheets, draft employment agreements, blackline comparisons, cover letters, and formal correspondence;

• Documents received from opposing counsel, including H&L's redlined versions of C&H-prepared drafts (in their unmodified form, without C&H annotations) and formal correspondence communicating Harding's positions;

• Billing records and invoices (to the extent they do not reveal privileged strategy or legal analysis — note that detailed time entries describing the substance of legal research or strategy may be subject to privilege claims in certain jurisdictions, but the invoices in this matter contain only generalized descriptions);

• Communications with third-party advisors and consultants that are not protected by any applicable privilege (addressed in greater detail in Section V below); and

• Administrative and intake documents that do not reflect legal advice or attorney work product.

It is critically important to note that while the underlying drafts and term sheets exchanged with the counterparty are not privileged, internal annotations on C&H's file copies of H&L redlines constitute attorney work product. Accordingly, the C&H-annotated copies of the H&L redlines (Documents 36 and 43) carry a dual designation: the base document (the H&L redline itself) is non-privileged, but the C&H annotations constitute opinion work product. In the event of any future production, the base H&L redline may be produced, but the annotated C&H file copies must be withheld or, at minimum, the annotations must be redacted before production.

III. Complete Document Catalog and Privilege Designations

The following sections catalog all seventy-five (75) documents in the engagement file, organized into seven categories corresponding to the principal phases of the engagement. Each document is identified by sequential number, title, date, author or source, privilege designation, and descriptive notes.

Category 1: Engagement and Conflicts (Documents 1–5)

This category encompasses the documents relating to the establishment of the attorney-client relationship, conflicts clearance, and engagement administration.

Category 2: Initial Research and Strategy Memoranda (Documents 6–15)

This category encompasses the substantive legal research, market analysis, and strategic planning documents prepared by the C&H engagement team during the initial phase of the engagement, prior to the commencement of direct negotiations with Harding's counsel.

Category 3: Term Sheet Negotiation (Documents 16–30)

This category encompasses all documents generated during the term sheet negotiation phase, including term sheet drafts exchanged between the parties, negotiation call notes, and internal analytical memoranda.

Category 4: Draft Employment Agreement (Documents 31–45)

This category encompasses the full draft employment agreements, counterparty redlines, internal analyses of counterparty positions, and related correspondence during the drafting phase of the engagement.

Category 5: Principals Meeting and Final Push (Documents 46–57)

This category encompasses the documents generated in connection with the in-person principals meeting on August 26, 2024, the post-meeting analysis, and the final-offer/rejection phase that led to the termination of negotiations.

Category 6: Termination of Negotiations and Closing (Documents 58–68)

This category encompasses the documents generated in connection with the Board's decision to terminate negotiations, the formal notification to counterparty, post-termination document handling and confidentiality considerations, and the substantive "lessons learned" analysis.

Category 7: Billing and Administrative (Documents 69–75)

This category encompasses all billing records, invoices, financial reconciliation documents, and formal engagement closing correspondence.

IV. Summary of Privilege Categories

This section summarizes the privilege designations applied across the engagement file, providing aggregate counts and descriptive summaries for each category.

A. Attorney-Client Privilege — Count and Description

A total of approximately thirty-two (32) documents in the engagement file are designated in whole or in part as protected by the attorney-client privilege. This count includes all communications between C&H attorneys (Vasquez, Crawford, Underwood, and Archer) and NTP client representatives (Whitford, Stanton, Thornton-Hale, Narayanan, and Briggs) made for the purpose of providing or seeking legal advice in connection with the negotiation and drafting of the proposed CEO employment agreement.

Documents in this category include: the engagement letter and scope memorandum (Documents 1, 4, 5); all client correspondence conveying legal analysis, strategic recommendations, status updates, and requests for client direction (Documents 14, 22, 23, 35, 38, 39, 45, 49, 51, 56, 57, 61, 64, 67); the Board call notes and Board resolution (Documents 58, 59); the "lessons learned" memorandum (Document 65); and the engagement closing and file transfer correspondence (Documents 74, 75). Several documents in this category carry dual designations as both attorney-client privilege and attorney work product (discussed in Section IV.D below).

The privilege is held by the client, NTP, and may only be waived by the client or its authorized representative. C&H should not disclose any privileged communications without prior written client authorization.

B. Attorney Work Product — Count and Description

A total of approximately twenty-eight (28) documents in the engagement file are designated in whole or in part as protected by the attorney work product doctrine.

The majority of these documents constitute opinion work product reflecting the mental impressions, conclusions, opinions, and legal theories of C&H attorneys. Opinion work product documents include: all internal research memoranda (Documents 6 through 13); the internal strategy and positioning memorandum (Document 15); the analyses of H&L redlines (Documents 21, 37, 44); the Section 280G detailed analysis (Document 34); all negotiation call notes (Documents 25, 26, 27, 29, 30); the principals meeting preparation memorandum and meeting notes (Documents 46, 48); the post-meeting gap analysis (Document 50); the post-termination confidentiality analysis (Document 62); the "lessons learned" memorandum (Document 65); and this privilege log memorandum (Document 66). The C&H internal annotations on the firm's file copies of H&L redlines (Documents 36 and 43) also constitute opinion work product, notwithstanding that the underlying H&L redline documents are non-privileged.

A smaller number of documents constitute fact work product, which provides a lower level of protection. Fact work product documents include: the annotated comparison of term sheet versus Draft 1 (Document 33, to the extent it records non-evaluative observations); the post-July 8 revised term sheet reflecting agreed terms with bracketed alternatives (Document 28); the principals meeting agenda (Document 47); and the matter closing memorandum (Document 68).

The distinction between opinion and fact work product is significant because fact work product may be discoverable upon a showing of substantial need and inability to obtain the substantial equivalent without undue hardship, whereas opinion work product receives virtually absolute protection.

It bears emphasis that the internal annotations on C&H's file copies of the H&L redlines of Draft 1 and Draft 2 (Documents 36 and 43) constitute opinion work product. While the underlying H&L redlines are non-privileged and could be produced in response to a discovery request or subpoena, the C&H annotations must be withheld or redacted. In the event of any future production, clean copies of the H&L redlines (without C&H annotations) should be produced, and the annotated C&H file copies should be withheld and logged on any applicable privilege log.

C. Non-Privileged Documents — Count and Description

A total of approximately twenty (20) documents in the engagement file are designated as non-privileged.

Non-privileged documents include: all documents exchanged with the counterparty in the ordinary course of negotiation, including NTP's term sheets and draft agreements transmitted to H&L (Documents 16, 24, 31, 40, 42, 52), transmittal cover emails and letters sent to H&L (Documents 17, 32, 41, 53, 54), and the formal termination letter (Document 60); all documents received from the counterparty, including H&L's redlined term sheet and redlined draft agreements (in their unmodified form, without C&H annotations) (Documents 18, 19, 20, 43 base document, 55), and H&L's transmittal emails (Documents 18, 20); the communication with Kensington Partners (Document 63); and all billing invoices and financial reconciliation documents (Documents 69, 70, 71, 72, 73). The new matter intake form (Document 3) is classified as internal administrative and non-privileged.

It is noted that while billing records are generally non-privileged, detailed time entries describing the substance of legal research or strategy may be subject to privilege claims in certain jurisdictions. The invoices in this matter contain generalized descriptions that do not reveal privileged strategy or legal analysis, and are accordingly classified as non-privileged.

D. Dual-Designation Documents

Several documents in the engagement file carry both attorney-client privilege and attorney work product designations, providing layered protection. The dual designation is appropriate where a document reflects both a privileged communication between attorney and client and the attorney's mental impressions, legal analysis, or strategic thinking.

Documents carrying dual designations include:

• Document 15 — Internal Strategy Memo: Negotiation Positioning and Red Lines (Attorney Work Product (Opinion) and Attorney-Client Privilege)

• Document 46 — Memo: Preparation for Aug 26 Principals Meeting (Attorney-Client Privilege and Attorney Work Product (Opinion))

• Document 58 — Call Notes: Board Call — Sept 10, 2024 (Attorney-Client Privilege and Attorney Work Product (Opinion))

• Document 65 — Memo: Lessons Learned — Analysis of Negotiation Breakdown (Attorney-Client Privilege and Attorney Work Product (Opinion))

The dual designation provides enhanced protection. Even if the attorney-client privilege were waived (e.g., by the client's voluntary disclosure of the communication to a third party), the work product protection would survive independently, and vice versa. This layered approach ensures maximum defensibility of the privilege claim in the event of a future challenge.

V. Documents Involving Third-Party Advisors — Special Privilege Considerations

During the engagement, C&H communicated with or referenced the work product of several third-party advisors engaged by or on behalf of NTP. The privilege analysis for materials involving these advisors requires special consideration, as the involvement of non-attorney third parties can, in certain circumstances, waive or undermine privilege claims.

A. Moorfield Bates LLP (UK Employment Counsel)

While no specific standalone documents from Moorfield Bates LLP appear in the C&H engagement file as separately cataloged items, the advice of Moorfield Bates was referenced and incorporated into C&H's memoranda at several points during the engagement. In particular, Documents 12, 31, and 40 reference Moorfield Bates's analysis of the UK service agreement structure, FCA Senior Managers and Certification Regime compliance requirements, and UK Corporate Governance Code implications for CEO remuneration terms.

Simon Aldridge (Partner) and Hannah Carmichael (Senior Associate) of Moorfield Bates served as NTP's UK employment counsel and were responsible for preparing the parallel UK service agreement between NTP PLC and Harding. C&H coordinated with Moorfield Bates at the client's express direction to ensure consistency between the US and UK employment arrangements.

Common Interest Privilege Analysis: Both C&H and Moorfield Bates were advising the same client (NTP) on related legal matters — specifically, the structuring and negotiation of Harding's employment arrangement across the US and UK jurisdictions. Communications between the two firms were made at the client's direction for a common legal purpose. Under the common interest doctrine, the sharing of privileged communications among attorneys representing the same client or clients with aligned legal interests does not constitute a waiver of the attorney-client privilege, provided that the communications were made in furtherance of a common legal interest.

It is noted, however, that no formal common interest agreement was executed between C&H and Moorfield Bates during the course of the engagement. While the absence of a written agreement does not defeat the doctrine, it may complicate its assertion in the event of a challenge.

Recommendation: Any future production demand or litigation involving this matter should preserve the privilege over communications with Moorfield Bates. If litigation risk arises, consideration should be given to executing a retroactive common interest agreement between C&H and Moorfield Bates to memorialize the shared legal purpose, the client's direction that the firms coordinate their advice, and the parties' mutual understanding that the sharing of privileged communications between the firms was not intended to waive any privilege.

B. Whitmore Hobson LLP (Compensation Consultant)

Whitmore Hobson LLP provided independent compensation consulting services to NTP's Remuneration Committee in connection with the Harding employment negotiation. Dr. Rachel Whitmore, a Managing Director at Whitmore Hobson, prepared peer-group benchmarking analyses, pay-ratio analyses, and best-net versus gross-up financial modeling that informed C&H's legal advice. Whitmore Hobson's work product was referenced in several C&H memoranda, including Documents 8, 9, and 34.

Privilege Analysis: Whitmore Hobson is a compensation consulting firm, not a law firm; its work product is not independently protected by the attorney-client privilege. However, where Whitmore Hobson's analysis was provided to C&H at the client's direction for the specific purpose of informing C&H's legal advice regarding the structure and enforceability of compensation provisions, the materials may qualify for protection under the work product doctrine as materials gathered by or at the direction of counsel in anticipation of legal analysis. See United States v. Kovel, 296 F.2d 918 (2d Cir. 1961) (extending privilege to communications with non-attorney consultants retained to assist attorney in providing legal advice). The Kovel doctrine, while most commonly applied to accountants, has been extended to other types of consultants in appropriate circumstances.

Recommendation: Whitmore Hobson materials in C&H's possession should be treated as attorney work product to the extent they were incorporated into or used to inform C&H's legal analysis. Standalone Whitmore Hobson deliverables (e.g., peer-group benchmarking reports) that were not prepared at counsel's direction or incorporated into legal analysis should be treated as non-privileged. The distinction should be documented in the privilege log with specificity.

C. Veltrano Proxy Advisors, Inc. (Governance Consultant)

Sandra Kolb, Managing Director at Veltrano Proxy Advisors, Inc., provided informal analysis of the likely ISS and Tarrant Partners LLC reactions to the proposed CEO compensation package, including the CIC provisions and excise tax gross-up. Veltrano's views were referenced in C&H's memoranda (Documents 9, 46, 65) and in client correspondence (Document 57, referencing Stanton's citation of Veltrano's warnings).

Privilege Analysis: The analysis applicable to Whitmore Hobson applies equally to Veltrano Proxy Advisors. Veltrano is a consulting firm, not a law firm; its communications and work product are not independently privileged. However, to the extent Veltrano's analysis was provided to C&H at the client's direction for purposes of informing legal advice, the materials may qualify for work product protection under the Kovel doctrine or as materials gathered by counsel in connection with providing legal advice.

Recommendation: Veltrano materials in C&H's possession should be treated consistently with Whitmore Hobson materials: protected as work product to the extent incorporated into legal analysis, and non-privileged to the extent they constitute standalone consulting deliverables.

D. Galloway & Partners (Auditors)

Clive Warburton of Galloway & Partners, NTP's independent auditor, was consulted regarding the ASC 718 (US GAAP) and IFRS 2 (International Financial Reporting Standards) accounting treatment for the equity compensation components of the proposed employment agreement, including the sign-on RSUs, annual LTI grants, and the treatment of equity upon a change in control event. Galloway & Partners' analysis informed C&H's drafting of the equity-related provisions.

Privilege Analysis: Communications between a client and its accountant are generally not privileged under federal law. See United States v. Arthur Young & Co., 465 U.S. 805 (1984). While some states afford a qualified accountant-client privilege, New York's accountant-client privilege (CPLR § 4504) is limited in scope and is not recognized in federal proceedings. Materials from Galloway & Partners that are in C&H's file and were incorporated into legal analysis may qualify for work product protection, but the protection is more limited than for materials from legal advisors.

Recommendation: Galloway & Partners materials should be logged separately from other engagement documents, with a notation reflecting the limited privilege protection available. To the extent such materials were incorporated into C&H's legal analysis (e.g., reflected in the equity compensation provisions of the draft employment agreements or the Section 280G analysis), they should be claimed as work product. Standalone Galloway & Partners deliverables should be treated as non-privileged.

E. Ashdown Surety & Insurance Co. (D&O Insurer)

C&H consulted with Ashdown Surety & Insurance Co. regarding the indemnification and directors' and officers' liability insurance provisions applicable to the incoming CEO, including D&O tail coverage for Harding. The applicable NTP D&O policy is Policy No. ASI-D&O-NTP-2024-4471 ($50,000,000 per occurrence / $100,000,000 aggregate). C&H's review informed the drafting of the indemnification provisions in Sections 11 and 12 of the draft employment agreement and the form of indemnification agreement attached as an exhibit.

Privilege Analysis: Communications between an insured (or its counsel) and a liability insurer may be discoverable in certain contexts, particularly where the insurer has a duty to defend or indemnify and the communications relate to coverage determinations. However, communications routed through counsel for the specific purpose of obtaining legal advice regarding the scope and adequacy of insurance coverage may retain privilege protection. The analysis depends on the specific nature and purpose of the communications.

Recommendation: Any Ashdown Surety communications in C&H's file should be logged with a notation reflecting the conditional nature of the privilege protection. To the extent C&H initiated the communications with Ashdown Surety for the purpose of advising NTP on the adequacy of D&O coverage and the drafting of indemnification provisions, the communications should be claimed as privileged. However, the claim should be carefully evaluated if a production request is received, as the privilege may not be sustained in all contexts.

VI. Retention Period Recommendations

A. Calderwood & Harkness LLP Firm Policy

Calderwood & Harkness LLP's standard document retention policy for closed matters provides for a minimum retention period of seven (7) years from the matter closing date, with a recommended retention period of ten (10) years for matters involving Board-level governance issues, executive compensation, or heightened litigation risk. Upon expiration of the applicable retention period, the matter file is reviewed by the responsible partner and, absent any intervening litigation hold or other preservation obligation, may be destroyed in accordance with the firm's standard destruction protocols.

For this matter, the matter closing date is September 20, 2024 (the date of the Matter Closing Memorandum, Document 68). Accordingly, the minimum retention period extends through September 2031 (seven years) and the recommended extended retention period extends through September 2034 (ten years), depending on the applicable category as set forth below.

B. Recommended Retention by Category

The following table sets forth the recommended retention period for each category of documents in the engagement file, together with the rationale for the recommended period.

C. Applicable Statutes of Limitations

The recommended retention periods are informed by the following applicable statutes of limitations:

• New York breach of contract claims: Six (6) years from accrual (N.Y. CPLR § 213). Although no contract was executed in this matter, claims arising from alleged oral agreements or pre-contractual representations would be subject to this limitation period.

• New York legal malpractice claims: Three (3) years from accrual (N.Y. CPLR § 214(6)), subject to the continuous representation doctrine, which tolls the limitation period until the attorney-client relationship terminates. Here, the engagement was formally closed on October 7, 2024 (engagement closing letter); the malpractice limitation period would thus run no later than approximately October 2027.

• United Kingdom breach of contract claims: Six (6) years from the date on which the cause of action accrued (Limitation Act 1980, Section 5). Potentially relevant given NTP's UK incorporation and the involvement of UK directors and advisors.

• Federal securities claims: Varies by type of claim; generally one (1) to five (5) years. No securities claims are anticipated in connection with this matter, but retention beyond the longest applicable federal securities limitation period provides an additional margin of safety.

Recommendation: All documents should be retained for a minimum of seven (7) years from the matter closing date (September 20, 2024), providing a comfortable buffer beyond the longest applicable statute of limitations (six years for breach of contract under both New York and UK law). Categories involving Board-level communications, governance records, and engagement administration should be retained for ten (10) years, consistent with the firm's extended retention policy for heightened-sensitivity matters.

Litigation Hold Override: If any litigation, arbitration, regulatory proceeding, or governmental investigation arises involving NTP, Harding, Marlowe Asset Management Digital Holdings, or any related party in connection with the matters addressed in this engagement, all documents in the engagement file — regardless of the recommended retention period — must be preserved indefinitely pending resolution of the proceeding. No documents may be destroyed during the pendency of a litigation hold, and the responsible partner (Vasquez) must be notified immediately upon the issuance of any such hold.

D. Documents to Be Returned to Client vs. Retained by Firm

Consistent with C&H's standard engagement closing procedures, the engagement file has been divided into a client portion (to be returned to NTP) and a firm portion (to be retained by C&H), as follows:

Documents Returned to Client (per File Transfer/Document Return Letter, Document 75, dated October 7, 2024):

• Original engagement letter (Document 1)

• Board resolution authorizing termination (Document 59)

• Formal correspondence with counterparty — letters and transmittal emails (Documents 17, 32, 41, 53, 54, 60)

• Term sheets exchanged with counterparty (Documents 16, 24, 52)

• Draft employment agreements exchanged with counterparty (Documents 31, 40)

• Blackline comparisons shared with counterparty (Document 42)

• Correspondence received from counterparty (Documents 18, 19, 20, 43 base document, 55)

Documents Retained by Firm:

• Internal research memoranda (Documents 6–13)

• Internal strategy memoranda (Documents 15, 21, 33, 34, 37, 44, 46, 50, 62, 65)

• Negotiation call notes reflecting attorney mental impressions (Documents 25, 26, 27, 29, 30)

• Principals meeting preparation memorandum and meeting notes (Documents 46, 47, 48)

• C&H-annotated copies of H&L redlines (Documents 36, 43 — annotated versions)

• Client correspondence conveying legal advice (Documents 4, 14, 22, 23, 35, 38, 39, 45, 49, 51, 56, 57, 61, 64, 67)

• Board call notes (Document 58)

• Privilege logs and retention memoranda (Document 66)

• Billing records and invoices (Documents 69–73)

• Engagement closing and file transfer correspondence (Documents 74, 75)

• Administrative records (Documents 2, 3, 5, 68)

Copies of all documents in both the client and firm files are maintained electronically in C&H's Tidewater Systems document management system. Physical originals (where applicable) have been returned to the client or filed in C&H's secure closed-matter storage facility.

VII. Litigation Hold Considerations

As of the date of this memorandum (September 17, 2024), no litigation, arbitration, or regulatory proceeding has been threatened or is reasonably anticipated in connection with the failed CEO employment negotiation. No demand letter, threat of legal action, or regulatory inquiry has been received from Harding, H&L, Marlowe Asset Management Digital Holdings, or any other party. Additionally, no facts known to the engagement team suggest that any party has a credible basis for a legal claim arising from the negotiation process.

Accordingly, there is no obligation to issue a litigation hold at this time, and the standard document retention policies described in Section VI above are applicable.

However, the following circumstances could give rise to a litigation hold obligation and should be monitored:

• Pre-contractual liability claim by Harding: Although the parties did not enter into a definitive agreement and C&H's assessment is that no binding commitment was made during the negotiations, it is theoretically possible that Harding could assert a claim for pre-contractual liability, promissory estoppel, or reliance damages based on the course of negotiations. Under New York law, such claims face significant obstacles (see Goodstein Constr. Corp. v. City of New York, 80 N.Y.2d 366 (1992)), but the possibility cannot be entirely excluded.

• Claim by NTP against Harding: NTP could, in theory, assert a claim against Harding for breach of confidentiality obligations regarding the negotiation process, although such a claim is unlikely given the absence of an executed NDA.

• Regulatory inquiry: While C&H has advised that no disclosure obligation exists under SEC, NYSE, or FCA rules, a regulatory inquiry could theoretically arise if the existence of the CEO search becomes public and triggers questions about NTP's disclosure practices.

• Public statements by Harding or Marlowe Asset Management: If Harding or Marlowe Asset Management makes public statements about the NTP negotiations that are inconsistent with the facts or that damage NTP's reputation, NTP could consider claims for defamation or tortious interference, which would trigger preservation obligations.

Recommendation: The engagement team should monitor public filings, media reports, and communications from NTP for any developments that could trigger preservation obligations. If any of the circumstances described above materialize, a litigation hold should be issued immediately, all document destruction should be suspended, and the matter should be escalated to Renata Vasquez and C&H's General Counsel.

VIII. Confidentiality and Handling Instructions

The following handling instructions apply to all documents in the engagement file for Matter No. 1022-00004:

1. Privilege Markings. All privileged and work-product documents should be maintained in the matter file with appropriate privilege markings. Electronic copies in Tidewater Systems should carry the metadata designation "Privileged — Attorney-Client" or "Privileged — Work Product" (or both, as applicable) in accordance with C&H's standard document management protocols.

2. Access Restrictions. Access to the closed matter file should be restricted to members of the engagement team (Renata Vasquez, Bernard Crawford, James Underwood, and Devon Archer) and authorized firm personnel (including records management, billing, and general counsel's office). Access by other C&H attorneys or staff should require the prior approval of the responsible partner, Renata Vasquez.

3. Subpoena and Production Requests. Any request for production, subpoena, or other legal process directed at C&H for documents from this engagement should be immediately escalated to Renata Vasquez and the firm's General Counsel. No documents should be produced in response to any such request without prior review by the responsible partner and, as appropriate, consultation with the client regarding privilege waiver.

4. Client Consent. Client consent is required before any voluntary disclosure of privileged materials to third parties, including co-counsel, successor counsel, consultants, or regulatory authorities. The privilege is held by the client, and only the client or its authorized representative may authorize waiver.

5. Inadvertent Disclosure. In the event of any inadvertent disclosure of privileged or work-product materials from this engagement file, the responsible partner should be notified immediately, and steps should be taken to claw back the disclosed materials and preserve the privilege. Applicable provisions of Federal Rule of Evidence 502(b) and any comparable state law provisions should be invoked as appropriate.

6. Inter-Office Transfers. If any documents from this engagement file are transferred between C&H offices (e.g., for reference in a future matter), the transfer should be documented and the privilege markings should be verified and maintained.

IX. Conclusion and Next Steps

This privilege log and document retention memorandum should be maintained as the cover document for the closed matter file 1022-00004. It provides a comprehensive inventory of all seventy-five (75) documents in the engagement file, together with their privilege designations, descriptions, and recommended retention periods.

The key conclusions and next steps are summarized as follows:

1. Engagement Completion. The engagement has been completed. The negotiation was terminated by Board resolution on September 12, 2024, and no definitive agreement was executed. No further substantive work is required on this matter unless the client requests additional assistance or litigation hold circumstances arise.

2. Final Billing. Final billing has been completed. The total engagement cost was $495,625.00, consisting of fees of $487,350.00 and disbursements of $8,275.00. The client's initial retainer of $75,000.00 was applied to the final invoice (Invoice #1022-00004-004). The net balance of $420,625.00 was collected through regular monthly invoicing. No amounts remain outstanding.

3. File Transfer. Transfer of the client's portion of the engagement file to NTP is scheduled per the engagement closing letter and file transfer/document return letter, both dated October 7, 2024 (Documents 74 and 75). The firm's portion of the file will be retained in C&H's document management system in accordance with the retention periods specified in Section VI.

4. Monitoring. The engagement team should monitor for any developments that could trigger litigation hold obligations, including public statements, regulatory inquiries, or communications from Harding, H&L, or Marlowe Asset Management. Any such developments should be immediately reported to Renata Vasquez.

5. No Further Action Required. No further action is required unless litigation hold circumstances arise or the client requests additional assistance in connection with the CEO search process or related matters.

Appendix A: Document Index (Summary Table)

The following consolidated table lists all seventy-five (75) documents in the engagement file in sequential order, with document number, title, date, privilege designation, and recommended retention period.

Appendix B: Key Contact Information for Privilege Log Maintenance

The following table sets forth the contact information for all individuals and entities relevant to the maintenance of this privilege log and the administration of the closed matter file.

This memorandum is protected as attorney work product prepared in connection with Matter No. 1022-00004 and is subject to the attorney-client privilege. It should not be disclosed to any person outside the engagement team without the prior written consent of Renata Vasquez, Responsible Partner, and the express authorization of Northgate Telecommunications PLC.

Prepared by:

CALDERWOOD & HARKNESS LLP

By: ________

Name: Devon Archer

Title: Associate

Date: September 17, 2024

Reviewed and Approved by:

________________________________________

Renata Vasquez Partner

Date: ________

Doc #	Document Title	Date	Author/Source	Privilege Designation	Notes
1	Engagement Letter — Calderwood & Harkness LLP to Northgate Telecommunications PLC	June 4, 2024	C&H to NTP (attn: Elaine Whitford)	Attorney-Client Privilege	Sets forth scope of engagement, applicable hourly rates (Vasquez $1,650/hr, Crawford $1,575/hr, Underwood $895/hr, Archer $725/hr), $75,000 retainer requirement, New York governing law for engagement terms, and standard C&H terms and conditions. Executed by Whitford on behalf of NTP and Vasquez on behalf of C&H.
2	Conflicts Check Clearance Memorandum	June 3, 2024	Vasquez / Crawford	Attorney Work Product; Internal Administrative	Cleared for Northgate Telecommunications PLC, Northgate Telecommunications US, Inc., Marcus Elliot Harding, Marlowe Asset Management Digital Holdings Inc. (Harding's current employer), and Hargrove & Liddell LLP (identified as Harding's likely outside counsel); no conflicts identified across any C&H practice group or office.
3	New Matter Intake Form — 1022-00004	June 4, 2024	Firm Administrative	Internal Administrative	Client: NTP; matter type: executive employment agreement — Labor & Employment practice group; billing arrangement: hourly; responsible partner: Vasquez; billing partner: Crawford.
4	Scope of Engagement Memorandum — Vasquez to Whitford	June 5, 2024	Vasquez to Whitford	Attorney-Client Privilege	Confirms scope of engagement: drafting and negotiating the CEO employment agreement for NTP US, Inc., coordinating with Moorfield Bates LLP on the parallel UK service agreement, and advising on Section 280G parachute payment implications, change in control provisions, and restrictive covenant issues. Expressly excludes tax return preparation, securities law filings, and immigration matters.
5	Retainer Receipt and Trust Account Confirmation	June 5, 2024	C&H to NTP	Attorney-Client Privilege / Administrative	Confirms receipt of $75,000 retainer deposited in C&H's IOLA client trust account at Quillon Capital Markets; retainer to be applied against final billing upon engagement conclusion.
Doc #	Document Title	Date	Author	Privilege Designation	Notes
6	Memo: New York Law Governing Executive Employment Agreements	June 6, 2024	Underwood to Vasquez	Attorney Work Product (Opinion)	Comprehensive analysis of the at-will employment presumption under New York law, enforceability of fixed-term employment agreements, the "good reason" constructive termination doctrine, interaction with ERISA and Section 409A of the Internal Revenue Code, and New York Labor Law requirements applicable to executive compensation. Identifies key drafting considerations to ensure enforceability.
7	Memo: Enforceability of Non-Compete Agreements Under New York Law	June 6, 2024	Archer to Underwood	Attorney Work Product (Opinion)	Detailed analysis of the three-prong reasonableness test for enforcement of restrictive covenants under New York law (necessity to protect legitimate business interests, reasonable in time and geographic scope, not unduly burdensome to employee or harmful to public); blue-penciling doctrine; discusses pending New York State legislation proposing an outright ban on non-competition agreements (A.1278-B/S.3100-A) and its potential impact on the proposed non-compete provisions; reviews recent Second Circuit and Southern District of New York decisions addressing enforceability in the telecommunications sector.
8	Memo: Section 280G Parachute Payment Analysis — Preliminary Framework	June 7, 2024	Underwood to Vasquez	Attorney Work Product (Opinion)	Establishes preliminary analytical framework for Section 280G analysis based on publicly available information regarding Harding's compensation at Marlowe Asset Management Digital Holdings Inc. Estimated base amount of $7,840,000 (calculated as average of Harding's W-2 compensation from Marlowe Asset Management for calendar years 2019 through 2023, as disclosed in Marlowe Asset Management's proxy statements); safe harbor threshold of $23,519,999 (3x base amount minus $1); discusses best-net cutback approach versus full excise tax gross-up, including after-tax comparison methodology and Board fiduciary considerations.
9	Memo: Change in Control Provisions — Market Survey and Best Practices	June 7, 2024	Archer to Vasquez	Attorney Work Product (Opinion)	Comprehensive market survey of change in control provisions in recently disclosed CEO employment agreements at S&P 500 telecommunications companies. Covers CIC definitions (merger, asset sale, proxy contest, Board turnover thresholds), single-trigger versus double-trigger vesting acceleration, severance multiplier ranges (survey median: 2.5x; range 1x to 3x), Board turnover triggers, treatment of equity awards upon CIC, and trends in excise tax gross-up provisions (noting continued decline in prevalence from approximately 42% in 2015 to approximately 11% in 2024 among surveyed companies).
10	Memo: Restrictive Covenant Drafting Considerations for C-Suite Telecom Executives	June 8, 2024	Underwood to Vasquez	Attorney Work Product (Opinion)	Analysis of market practices and enforceability considerations for restrictive covenants applicable to C-suite executives in the telecommunications industry, including: non-compete duration ranges (12 to 24 months, with 18 months as median for CEOs); geographic scope considerations (worldwide versus domestic versus industry-specific market definition); activity restriction definitions (competing business versus competitive activity versus scheduled competitor approach); garden leave provisions as an alternative or supplement to traditional non-competes; non-solicitation of employees and customers; and confidentiality provisions. Includes analysis of California's prohibition on non-competes and implications for NTP's West Coast operations.
11	Memo: UK Corporate Governance Code 2024 — Implications for CEO Remuneration	June 8, 2024	Underwood to Vasquez	Attorney Work Product (Opinion)	Analysis of the 2024 UK Corporate Governance Code provisions applicable to CEO remuneration at NTP, a company listed on the London Stock Exchange. Addresses Provision 40 (notice periods should generally be 12 months or less), guidance on severance multiples, and shareholder advisory vote requirements. Incorporates ISS Proxy Voting Guidelines and Tarrant Partners LLC policy positions on executive compensation. Notes that NTP received 87.4% support on its say-on-pay resolution at the April 18, 2024 Annual General Meeting, which represents adequate but not overwhelming support and suggests sensitivity to any significant expansion in CEO compensation arrangements.
12	Memo: Cross-Border Employment Structure — Dual US/UK Contract Architecture	June 9, 2024	Archer to Underwood	Attorney Work Product (Opinion)	Analysis of the proposed dual-contract structure for Harding's employment, comprising: (1) a New York-governed primary employment agreement between NTP US, Inc. and Harding, governing the substantial majority of compensation and benefits; and (2) a UK service agreement between NTP PLC and Harding, governing UK-specific obligations and regulatory compliance. Addresses the proposed 80/20 time split (80% US / 20% UK), tax equalization obligations, application of the US-UK Totalization Agreement (Social Security), FCA Senior Managers and Certification Regime compliance requirements, and coordination with Moorfield Bates LLP on the UK-specific components.
13	Memo: Analysis of Harding's Existing Marlowe Asset Management Employment Agreement	June 9, 2024	Underwood to Vasquez	Attorney Work Product (Opinion)	Detailed analysis of Harding's existing employment agreement with Marlowe Asset Management Digital Holdings Inc. based on publicly available proxy disclosure and C&H's review of a copy provided by the client. Key terms: current total target compensation of approximately $11,125,000 (base $1,500,000, target bonus 150% ($2,250,000), annual LTI grant $7,375,000); unvested equity valued at approximately $23,400,000 (based on Marlowe Asset Management's closing price as of June 7, 2024); 12-month US-only non-competition covenant; change in control severance of 3x base salary plus target bonus with full vesting acceleration (single trigger on equity, double trigger on cash). This analysis informed C&H's assessment of the minimum compensation package necessary to attract Harding from Marlowe Asset Management and the likely negotiation positions of Harding's counsel.
14	Email: Vasquez to Whitford — Initial Strategy Discussion	June 7, 2024	Vasquez to Whitford	Attorney-Client Privilege	Email to client identifying key issues for Board consideration in advance of term sheet preparation, including: (a) make-whole equity package to compensate Harding for forfeiture of unvested Marlowe Asset Management equity ($23.4M); (b) CIC multiplier and tax treatment (best-net versus gross-up); (c) non-compete duration and geographic scope; and (d) recommended process for establishing Board-approved negotiation parameters ("red lines") on key economic terms. Requests a call with Whitford and Stanton to discuss the Remuneration Committee's preliminary views.
15	Internal Strategy Memo: Negotiation Positioning and Red Lines	June 9, 2024	Vasquez to Crawford	Attorney Work Product (Opinion); Attorney-Client Privilege	Comprehensive internal strategy memorandum setting forth C&H's recommended opening positions, anticipated Harding demands (based on analysis of Marlowe Asset Management agreement and market practices), and fallback positions on key terms. Addresses CIC (opening: 2.5x best-net; anticipated demand: 3x with gross-up; fallback: 2.5x best-net, firm), restrictive covenant (opening: 24 months worldwide; anticipated demand: 12 months limited geography; fallback: 18 months, North America plus Western Europe), sign-on equity (opening: $18.4M; anticipated demand: $23.4M to match Marlowe Asset Management; fallback: $18.4M, firm), and non-CIC severance (opening: 2x; anticipated demand: 2.5x; fallback: 2x). Reflects Vasquez's and Crawford's mental impressions regarding negotiation dynamics and likelihood of successful conclusion.
Doc #	Document Title	Date	Author/Source	Privilege Designation	Notes
16	Initial Term Sheet — CEO Employment Agreement (v1)	June 10, 2024	C&H on behalf of NTP	Not Privileged (shared with counterparty)	NTP's opening term sheet for the proposed CEO employment agreement. Key terms: base salary $1,750,000; target annual bonus 175% of base ($3,062,500); sign-on cash bonus $5,000,000 (subject to 24-month clawback); sign-on equity $18,400,000 (RSUs vesting over 4 years); annual LTI $9,000,000 (60% PSUs / 40% RSUs); CIC severance 2.5x base plus target bonus, double trigger, best-net cutback; 24-month worldwide non-competition covenant; proposed start date October 1, 2024.
17	Email: Vasquez to Hargrove — Transmittal of Initial Term Sheet	June 10, 2024	Vasquez to V. Hargrove	Not Privileged (inter-party negotiation communication)	Cover email transmitting the initial term sheet to opposing counsel with an invitation for comments and a proposed timeline for negotiation.
18	Email: Hargrove to Vasquez — Receipt and Preliminary Comments	June 13, 2024	V. Hargrove to Vasquez	Not Privileged (received from counterparty)	Acknowledges receipt of term sheet; provides preliminary indication that Harding will have significant concerns regarding the CIC multiplier (viewed as below market), the absence of a Section 4999 excise tax gross-up, and the scope and duration of the non-competition covenant (viewed as unreasonable for a CEO-level executive).
19	Marked-Up Term Sheet — H&L Redline (v2)	June 17, 2024	H&L	Not Privileged (received from counterparty)	Harding's comprehensive counter-proposal, delivered as a redline of the v1 term sheet. Key changes: CIC multiplier increased from 2.5x to 3x base plus target bonus ($14,437,500); addition of full Section 4999 excise tax gross-up; addition of Board turnover trigger (defined as replacement of more than 50% of incumbent directors within any 24-month period); non-compete duration reduced from 24 months to 12 months; non-compete geographic scope narrowed from worldwide to North America plus Western Europe, with scheduled competitor approach; non-CIC severance increased from proposed 2x to 2.5x base plus target bonus.
20	Email: Hargrove to Vasquez — Transmittal of Marked-Up Term Sheet	June 17, 2024	V. Hargrove to Vasquez	Not Privileged (received from counterparty)	Cover email transmitting H&L's redlined term sheet and highlighting the key areas of divergence between the parties' positions, with particular emphasis on the CIC and restrictive covenant provisions as priorities for Harding.
21	Memo: Analysis of H&L Redline — Key Departures and Recommended Responses	June 19, 2024	Underwood to Vasquez	Attorney Work Product (Opinion)	Section-by-section analysis of H&L's redlined term sheet identifying all material departures from NTP's opening position, estimating the financial impact of each requested change, and recommending responses for each issue. Categorizes issues as: (a) acceptable/non-material (approximately 8 items); (b) negotiable with room for compromise (approximately 6 items, including non-compete duration and geographic scope); and (c) requiring Board-level decision and presenting significant financial or governance implications (3 items: CIC multiplier, excise tax gross-up, and Board turnover trigger).
22	Email: Vasquez to Whitford — Summary of Counterparty Positions	June 20, 2024	Vasquez to Whitford	Attorney-Client Privilege	Summarizes H&L's counter-proposals with C&H's assessment of the financial implications and strategic significance of each requested change. Requests Remuneration Committee guidance on NTP's positions regarding the CIC multiplier, excise tax gross-up, Board turnover trigger, and non-compete terms before the next negotiation session.

23	Email: Whitford to Vasquez — Remuneration Committee Guidance on CIC and Non-Compete	June 22, 2024	Whitford to Vasquez	Attorney-Client Privilege	Conveys Remuneration Committee direction (per discussion between Whitford and Stanton on June 21, 2024): hold firm at 2.5x CIC multiplier with best-net cutback; no excise tax gross-up under any circumstances; Board turnover trigger rejected as inconsistent with UK Corporate Governance Code best practices; flexible on non-compete duration (18 months acceptable as fallback) but geographic scope should remain as broad as defensible. Stanton's stated view that ISS and shareholder concerns regarding executive pay quantum are paramount and that the Remuneration Committee cannot approve a package that would likely draw a negative ISS recommendation at the next AGM.
24	Revised Term Sheet — NTP Counter-Proposal (v3)	June 24, 2024	C&H on behalf of NTP	Not Privileged (shared with counterparty)	NTP's second-round counter-proposal reflecting Remuneration Committee guidance: CIC severance maintained at 2.5x, best-net cutback, no excise tax gross-up, no Board turnover trigger; non-compete duration reduced from 24 months to 18 months but geographic scope maintained as worldwide; concessions on certain non-material items (e.g., enhanced COBRA continuation, increased relocation allowance, expanded tax preparation benefit).
25	Call Notes: Negotiation Call #1 (June 24, 2024)	June 24, 2024	Archer	Attorney Work Product (Opinion)	Detailed notes of first negotiation call between C&H (Vasquez, Underwood, Archer) and H&L (Hargrove, Chu). Discussion focused on CIC multiplier (H&L argued 3x is market standard for incoming CEOs at comparable companies; C&H countered with ISS guidance and NTP shareholder concerns), non-compete duration (H&L argued 24 months is punitive; C&H explained rationale for broad protection given NTP's competitive position), and garden leave as a potential bridging mechanism. Notes reflect Vasquez's assessment that Hargrove was communicating firm instructions from Harding on CIC and that there may be limited room for movement.
26	Call Notes: Negotiat

MEMORANDUM
ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT / CONFIDENTIAL
FROM: Devon Archer, Associate, Calderwood & Harkness LLP
TO: Renata Vasquez, Partner, Calderwood & Harkness LLP
DATE: September 17, 2024
RE: Document Retention and Privilege Log — Matter No. 1022-00004 (Northgate Telecommunications PLC — CEO Employment Negotiation)
CLIENT: Northgate Telecommunications PLC
MATTER STATUS: Closed — Terminated (September 12, 2024)
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I. Purpose and Scope
This memorandum catalogs all privileged and work-product documents generated during engagement 1022-00004, identifies the applicable privilege designation for each document or category of documents, and recommends retention periods consistent with Calderwood & Harkness LLP's document retention policy and applicable law. This memorandum is itself protected as attorney work product and should be maintained as the cover document for the closed matter file.
The engagement involved the negotiation and drafting of a proposed executive employment agreement between Northgate Telecommunications PLC ("NTP" or the "Company"), together with its wholly-owned United States subsidiary, Northgate Telecommunications US, Inc. ("NTP US"), and Marcus Elliot Harding ("Harding"), the proposed incoming Chief Executive Officer. The engagement encompassed all aspects of the employment relationship, including base compensation, annual incentive compensation, long-term incentive equity awards, sign-on compensation (both cash and equity), change in control severance, non-change-in-control severance, restrictive covenant obligations (including non-competition, non-solicitation, and confidentiality provisions), indemnification and directors' and officers' insurance, perquisites, and the cross-border dual US/UK contract architecture required by NTP's corporate structure and regulatory obligations.
The engagement ran from June 4, 2024, when the engagement letter was executed by Elaine Whitford, SVP & Group General Counsel of NTP, through September 12, 2024, when the NTP Board of Directors adopted a formal resolution to terminate negotiations with Harding.
The members of the Calderwood & Harkness LLP engagement team were as follows:
•  Responsible Partner: Renata Vasquez
•  Billing Partner: Bernard Crawford
•  Lead Associate: James Underwood
•  Working Associate: Devon Archer
The negotiation ultimately collapsed at the term-sheet stage when the parties were unable to reach agreement on two core issues: (1) the change in control severance provisions — specifically, the applicable multiplier, the tax treatment (best-net cutback versus full excise tax gross-up), and the inclusion of a Board turnover trigger; and (2) the scope and duration of the restrictive covenant obligations — specifically, the duration of the non-competition period, the geographic scope of the non-competition restriction, and the definition of competitive activities. Despite multiple rounds of negotiation, including an in-person principals meeting on August 26, 2024, attended by NTP Board Chair Dame Philippa Thornton-Hale, Remuneration Committee Chair Geoffrey Stanton, and Harding himself, the gap between the parties' positions proved insurmountable. On September 9, 2024, opposing counsel Victoria Hargrove of Hargrove & Liddell LLP formally communicated Harding's rejection of NTP's best-and-final proposal, and the NTP Board resolved to terminate the negotiations on September 12, 2024.
This memorandum identifies a total of seventy-five (75) documents in the engagement file. Each document is cataloged below with its privilege designation, a summary description, and a recommended retention period. In addition, this memorandum addresses special privilege considerations arising from communications with third-party advisors, litigation hold considerations, and handling instructions for the closed matter file.
II. Applicable Privilege Designations
The documents in the engagement file fall into four principal privilege categories. This section describes each category, identifies the legal basis for the designation, and provides guidance on the scope and limitations of the applicable protection.
A. Attorney-Client Privilege
The attorney-client privilege protects confidential communications between Calderwood & Harkness LLP attorneys and Northgate client representatives made for the purpose of providing or seeking legal advice in connection with the negotiation and drafting of the proposed CEO employment agreement. The privilege attaches to communications in both directions — that is, communications from C&H attorneys transmitting legal analysis and strategic recommendations to the client, and communications from client representatives providing facts and instructions to C&H attorneys for the purpose of obtaining legal advice.
The NTP client representatives with whom privileged communications were exchanged during the engagement include the following individuals:
•  Elaine Whitford, SVP & Group General Counsel — primary client contact and day-to-day liaison for legal matters
•  Geoffrey Stanton, Chair, Remuneration Committee — provided Board-level guidance on compensation parameters and change in control provisions
•  Dame Philippa Thornton-Hale, Board Chair — participated in the August 26, 2024 principals meeting and the September 10, 2024 Board call
•  Priya Narayanan, Chief People Officer — consulted on human resources and compensation benchmarking matters
•  Jonathan Briggs, Chief Financial Officer — consulted on tax and accounting implications of compensation structures, including Section 280G analysis
Privileged documents in this category include emails, letters, and memoranda transmitting legal analysis and strategic recommendations to the client, as well as responsive communications from client representatives providing instructions, factual information, and feedback. The privilege is held by the client, NTP, and may only be waived by the client or its authorized representative.
B. Attorney Work Product
The attorney work product doctrine protects documents prepared by Calderwood & Harkness attorneys in anticipation of or in connection with the negotiation of the employment agreement. While the work product doctrine is most commonly associated with documents prepared in anticipation of litigation, it also applies to documents prepared in connection with transactional matters where the attorney's mental processes, legal analysis, and strategic thinking are reflected. See, e.g., Schaeffler v. United States, 806 F.3d 34, 43 (2d Cir. 2015) (recognizing work product protection in transactional context); In re Grand Jury Subpoena, 220 F.R.D. 130, 143 (D. Mass. 2004).
Work product documents in this engagement include internal research memoranda, strategy memoranda, draft analyses, call notes reflecting mental impressions and negotiation strategy, and redline annotations on counterparty drafts. The doctrine provides two levels of protection:
•  Fact Work Product (lower protection): Documents that record factual information gathered by the attorney, such as annotated comparisons reflecting non-evaluative observations, factual portions of call notes, and term sheet markups that do not reflect legal analysis. Fact work product may be discoverable upon a showing of substantial need and inability to obtain the substantial equivalent by other means without undue hardship. See Fed. R. Civ. P. 26(b)(3)(A).
•  Opinion Work Product (higher protection): Documents reflecting the mental impressions, conclusions, opinions, and legal theories of the attorney. Opinion work product is afforded virtually absolute protection and is discoverable only in the rarest of circumstances. See Hickman v. Taylor, 329 U.S. 495, 510-11 (1947); In re Cendant Corp. Sec. Litig., 343 F.3d 658, 663-64 (3d Cir. 2003). The vast majority of the internal memoranda and strategy documents in this engagement file constitute opinion work product.
C. Common Interest / Joint Privilege
The common interest doctrine may apply to communications between Calderwood & Harkness LLP and Moorfield Bates LLP, the UK employment counsel to NTP. During the engagement, both firms were advising the same client on related legal matters — specifically, the dual US/UK contract architecture required for Harding's employment. C&H was responsible for the US-governed primary employment agreement (with NTP US, Inc.), while Moorfield Bates LLP (through Simon Aldridge, Partner, and Hannah Carmichael, Senior Associate) was responsible for the UK service agreement (with NTP PLC) and compliance with UK regulatory requirements, including FCA Senior Managers and Certification Regime ("SM&CR") obligations and the UK Corporate Governance Code 2024.
It is noted that no formal common interest agreement was executed between Calderwood & Harkness LLP and Moorfield Bates LLP during the course of the engagement. However, the communications between the two firms were made at the client's express direction for a common legal purpose — namely, the structuring and negotiation of Harding's employment arrangement across both jurisdictions. Under the common interest doctrine, the sharing of privileged communications between attorneys representing the same client or clients with aligned legal interests does not waive the attorney-client privilege, provided the communications were made in furtherance of a common legal interest. See United States v. Schwimmer, 892 F.2d 237, 243 (2d Cir. 1989); In re Teleglobe Commc'ns Corp., 493 F.3d 345, 364 (3d Cir. 2007).
Recommendation: The basis for the common interest privilege should be documented in this privilege log. If litigation risk arises in connection with this matter, consideration should be given to executing a retroactive common interest agreement between C&H and Moorfield Bates LLP to memorialize the parties' shared legal purpose and the client's direction that the firms coordinate their advice.
D. Non-Privileged Materials
Certain categories of documents in the engagement file are not protected by any privilege. These include:
•  Documents exchanged with opposing counsel, Hargrove & Liddell LLP (Victoria Hargrove, Partner, and Nathan Chu, Associate), in the ordinary course of negotiation, including term sheets, draft employment agreements, blackline comparisons, cover letters, and formal correspondence;
•  Documents received from opposing counsel, including H&L's redlined versions of C&H-prepared drafts (in their unmodified form, without C&H annotations) and formal correspondence communicating Harding's positions;
•  Billing records and invoices (to the extent they do not reveal privileged strategy or legal analysis — note that detailed time entries describing the substance of legal research or strategy may be subject to privilege claims in certain jurisdictions, but the invoices in this matter contain only generalized descriptions);
•  Communications with third-party advisors and consultants that are not protected by any applicable privilege (addressed in greater detail in Section V below); and
•  Administrative and intake documents that do not reflect legal advice or attorney work product.
It is critically important to note that while the underlying drafts and term sheets exchanged with the counterparty are not privileged, internal annotations on C&H's file copies of H&L redlines constitute attorney work product. Accordingly, the C&H-annotated copies of the H&L redlines (Documents 36 and 43) carry a dual designation: the base document (the H&L redline itself) is non-privileged, but the C&H annotations constitute opinion work product. In the event of any future production, the base H&L redline may be produced, but the annotated C&H file copies must be withheld or, at minimum, the annotations must be redacted before production.
III. Complete Document Catalog and Privilege Designations
The following sections catalog all seventy-five (75) documents in the engagement file, organized into seven categories corresponding to the principal phases of the engagement. Each document is identified by sequential number, title, date, author or source, privilege designation, and descriptive notes.
Category 1: Engagement and Conflicts (Documents 1–5)
This category encompasses the documents relating to the establishment of the attorney-client relationship, conflicts clearance, and engagement administration.
Category 2: Initial Research and Strategy Memoranda (Documents 6–15)
This category encompasses the substantive legal research, market analysis, and strategic planning documents prepared by the C&H engagement team during the initial phase of the engagement, prior to the commencement of direct negotiations with Harding's counsel.
Category 3: Term Sheet Negotiation (Documents 16–30)
This category encompasses all documents generated during the term sheet negotiation phase, including term sheet drafts exchanged between the parties, negotiation call notes, and internal analytical memoranda.
Category 4: Draft Employment Agreement (Documents 31–45)
This category encompasses the full draft employment agreements, counterparty redlines, internal analyses of counterparty positions, and related correspondence during the drafting phase of the engagement.
Category 5: Principals Meeting and Final Push (Documents 46–57)
This category encompasses the documents generated in connection with the in-person principals meeting on August 26, 2024, the post-meeting analysis, and the final-offer/rejection phase that led to the termination of negotiations.
Category 6: Termination of Negotiations and Closing (Documents 58–68)
This category encompasses the documents generated in connection with the Board's decision to terminate negotiations, the formal notification to counterparty, post-termination document handling and confidentiality considerations, and the substantive "lessons learned" analysis.
Category 7: Billing and Administrative (Documents 69–75)
This category encompasses all billing records, invoices, financial reconciliation documents, and formal engagement closing correspondence.
IV. Summary of Privilege Categories
This section summarizes the privilege designations applied across the engagement file, providing aggregate counts and descriptive summaries for each category.
A. Attorney-Client Privilege — Count and Description
A total of approximately thirty-two (32) documents in the engagement file are designated in whole or in part as protected by the attorney-client privilege. This count includes all communications between C&H attorneys (Vasquez, Crawford, Underwood, and Archer) and NTP client representatives (Whitford, Stanton, Thornton-Hale, Narayanan, and Briggs) made for the purpose of providing or seeking legal advice in connection with the negotiation and drafting of the proposed CEO employment agreement.
Documents in this category include: the engagement letter and scope memorandum (Documents 1, 4, 5); all client correspondence conveying legal analysis, strategic recommendations, status updates, and requests for client direction (Documents 14, 22, 23, 35, 38, 39, 45, 49, 51, 56, 57, 61, 64, 67); the Board call notes and Board resolution (Documents 58, 59); the "lessons learned" memorandum (Document 65); and the engagement closing and file transfer correspondence (Documents 74, 75). Several documents in this category carry dual designations as both attorney-client privilege and attorney work product (discussed in Section IV.D below).
The privilege is held by the client, NTP, and may only be waived by the client or its authorized representative. C&H should not disclose any privileged communications without prior written client authorization.
B. Attorney Work Product — Count and Description
A total of approximately twenty-eight (28) documents in the engagement file are designated in whole or in part as protected by the attorney work product doctrine.
The majority of these documents constitute opinion work product reflecting the mental impressions, conclusions, opinions, and legal theories of C&H attorneys. Opinion work product documents include: all internal research memoranda (Documents 6 through 13); the internal strategy and positioning memorandum (Document 15); the analyses of H&L redlines (Documents 21, 37, 44); the Section 280G detailed analysis (Document 34); all negotiation call notes (Documents 25, 26, 27, 29, 30); the principals meeting preparation memorandum and meeting notes (Documents 46, 48); the post-meeting gap analysis (Document 50); the post-termination confidentiality analysis (Document 62); the "lessons learned" memorandum (Document 65); and this privilege log memorandum (Document 66). The C&H internal annotations on the firm's file copies of H&L redlines (Documents 36 and 43) also constitute opinion work product, notwithstanding that the underlying H&L redline documents are non-privileged.
A smaller number of documents constitute fact work product, which provides a lower level of protection. Fact work product documents include: the annotated comparison of term sheet versus Draft 1 (Document 33, to the extent it records non-evaluative observations); the post-July 8 revised term sheet reflecting agreed terms with bracketed alternatives (Document 28); the principals meeting agenda (Document 47); and the matter closing memorandum (Document 68).
The distinction between opinion and fact work product is significant because fact work product may be discoverable upon a showing of substantial need and inability to obtain the substantial equivalent without undue hardship, whereas opinion work product receives virtually absolute protection.
It bears emphasis that the internal annotations on C&H's file copies of the H&L redlines of Draft 1 and Draft 2 (Documents 36 and 43) constitute opinion work product. While the underlying H&L redlines are non-privileged and could be produced in response to a discovery request or subpoena, the C&H annotations must be withheld or redacted. In the event of any future production, clean copies of the H&L redlines (without C&H annotations) should be produced, and the annotated C&H file copies should be withheld and logged on any applicable privilege log.
C. Non-Privileged Documents — Count and Description
A total of approximately twenty (20) documents in the engagement file are designated as non-privileged.
Non-privileged documents include: all documents exchanged with the counterparty in the ordinary course of negotiation, including NTP's term sheets and draft agreements transmitted to H&L (Documents 16, 24, 31, 40, 42, 52), transmittal cover emails and letters sent to H&L (Documents 17, 32, 41, 53, 54), and the formal termination letter (Document 60); all documents received from the counterparty, including H&L's redlined term sheet and redlined draft agreements (in their unmodified form, without C&H annotations) (Documents 18, 19, 20, 43 base document, 55), and H&L's transmittal emails (Documents 18, 20); the communication with Kensington Partners (Document 63); and all billing invoices and financial reconciliation documents (Documents 69, 70, 71, 72, 73). The new matter intake form (Document 3) is classified as internal administrative and non-privileged.
It is noted that while billing records are generally non-privileged, detailed time entries describing the substance of legal research or strategy may be subject to privilege claims in certain jurisdictions. The invoices in this matter contain generalized descriptions that do not reveal privileged strategy or legal analysis, and are accordingly classified as non-privileged.
D. Dual-Designation Documents
Several documents in the engagement file carry both attorney-client privilege and attorney work product designations, providing layered protection. The dual designation is appropriate where a document reflects both a privileged communication between attorney and client and the attorney's mental impressions, legal analysis, or strategic thinking.
Documents carrying dual designations include:
•  Document 15 — Internal Strategy Memo: Negotiation Positioning and Red Lines (Attorney Work Product (Opinion) and Attorney-Client Privilege)
•  Document 46 — Memo: Preparation for Aug 26 Principals Meeting (Attorney-Client Privilege and Attorney Work Product (Opinion))
•  Document 58 — Call Notes: Board Call — Sept 10, 2024 (Attorney-Client Privilege and Attorney Work Product (Opinion))
•  Document 65 — Memo: Lessons Learned — Analysis of Negotiation Breakdown (Attorney-Client Privilege and Attorney Work Product (Opinion))
The dual designation provides enhanced protection. Even if the attorney-client privilege were waived (e.g., by the client's voluntary disclosure of the communication to a third party), the work product protection would survive independently, and vice versa. This layered approach ensures maximum defensibility of the privilege claim in the event of a future challenge.
V. Documents Involving Third-Party Advisors — Special Privilege Considerations
During the engagement, C&H communicated with or referenced the work product of several third-party advisors engaged by or on behalf of NTP. The privilege analysis for materials involving these advisors requires special consideration, as the involvement of non-attorney third parties can, in certain circumstances, waive or undermine privilege claims.
A. Moorfield Bates LLP (UK Employment Counsel)
While no specific standalone documents from Moorfield Bates LLP appear in the C&H engagement file as separately cataloged items, the advice of Moorfield Bates was referenced and incorporated into C&H's memoranda at several points during the engagement. In particular, Documents 12, 31, and 40 reference Moorfield Bates's analysis of the UK service agreement structure, FCA Senior Managers and Certification Regime compliance requirements, and UK Corporate Governance Code implications for CEO remuneration terms.
Simon Aldridge (Partner) and Hannah Carmichael (Senior Associate) of Moorfield Bates served as NTP's UK employment counsel and were responsible for preparing the parallel UK service agreement between NTP PLC and Harding. C&H coordinated with Moorfield Bates at the client's express direction to ensure consistency between the US and UK employment arrangements.
Common Interest Privilege Analysis: Both C&H and Moorfield Bates were advising the same client (NTP) on related legal matters — specifically, the structuring and negotiation of Harding's employment arrangement across the US and UK jurisdictions. Communications between the two firms were made at the client's direction for a common legal purpose. Under the common interest doctrine, the sharing of privileged communications among attorneys representing the same client or clients with aligned legal interests does not constitute a waiver of the attorney-client privilege, provided that the communications were made in furtherance of a common legal interest.
It is noted, however, that no formal common interest agreement was executed between C&H and Moorfield Bates during the course of the engagement. While the absence of a written agreement does not defeat the doctrine, it may complicate its assertion in the event of a challenge.
Recommendation: Any future production demand or litigation involving this matter should preserve the privilege over communications with Moorfield Bates. If litigation risk arises, consideration should be given to executing a retroactive common interest agreement between C&H and Moorfield Bates to memorialize the shared legal purpose, the client's direction that the firms coordinate their advice, and the parties' mutual understanding that the sharing of privileged communications between the firms was not intended to waive any privilege.
B. Whitmore Hobson LLP (Compensation Consultant)
Whitmore Hobson LLP provided independent compensation consulting services to NTP's Remuneration Committee in connection with the Harding employment negotiation. Dr. Rachel Whitmore, a Managing Director at Whitmore Hobson, prepared peer-group benchmarking analyses, pay-ratio analyses, and best-net versus gross-up financial modeling that informed C&H's legal advice. Whitmore Hobson's work product was referenced in several C&H memoranda, including Documents 8, 9, and 34.
Privilege Analysis: Whitmore Hobson is a compensation consulting firm, not a law firm; its work product is not independently protected by the attorney-client privilege. However, where Whitmore Hobson's analysis was provided to C&H at the client's direction for the specific purpose of informing C&H's legal advice regarding the structure and enforceability of compensation provisions, the materials may qualify for protection under the work product doctrine as materials gathered by or at the direction of counsel in anticipation of legal analysis. See United States v. Kovel, 296 F.2d 918 (2d Cir. 1961) (extending privilege to communications with non-attorney consultants retained to assist attorney in providing legal advice). The Kovel doctrine, while most commonly applied to accountants, has been extended to other types of consultants in appropriate circumstances.
Recommendation: Whitmore Hobson materials in C&H's possession should be treated as attorney work product to the extent they were incorporated into or used to inform C&H's legal analysis. Standalone Whitmore Hobson deliverables (e.g., peer-group benchmarking reports) that were not prepared at counsel's direction or incorporated into legal analysis should be treated as non-privileged. The distinction should be documented in the privilege log with specificity.
C. Veltrano Proxy Advisors, Inc. (Governance Consultant)
Sandra Kolb, Managing Director at Veltrano Proxy Advisors, Inc., provided informal analysis of the likely ISS and Tarrant Partners LLC reactions to the proposed CEO compensation package, including the CIC provisions and excise tax gross-up. Veltrano's views were referenced in C&H's memoranda (Documents 9, 46, 65) and in client correspondence (Document 57, referencing Stanton's citation of Veltrano's warnings).
Privilege Analysis: The analysis applicable to Whitmore Hobson applies equally to Veltrano Proxy Advisors. Veltrano is a consulting firm, not a law firm; its communications and work product are not independently privileged. However, to the extent Veltrano's analysis was provided to C&H at the client's direction for purposes of informing legal advice, the materials may qualify for work product protection under the Kovel doctrine or as materials gathered by counsel in connection with providing legal advice.
Recommendation: Veltrano materials in C&H's possession should be treated consistently with Whitmore Hobson materials: protected as work product to the extent incorporated into legal analysis, and non-privileged to the extent they constitute standalone consulting deliverables.
D. Galloway & Partners (Auditors)
Clive Warburton of Galloway & Partners, NTP's independent auditor, was consulted regarding the ASC 718 (US GAAP) and IFRS 2 (International Financial Reporting Standards) accounting treatment for the equity compensation components of the proposed employment agreement, including the sign-on RSUs, annual LTI grants, and the treatment of equity upon a change in control event. Galloway & Partners' analysis informed C&H's drafting of the equity-related provisions.
Privilege Analysis: Communications between a client and its accountant are generally not privileged under federal law. See United States v. Arthur Young & Co., 465 U.S. 805 (1984). While some states afford a qualified accountant-client privilege, New York's accountant-client privilege (CPLR § 4504) is limited in scope and is not recognized in federal proceedings. Materials from Galloway & Partners that are in C&H's file and were incorporated into legal analysis may qualify for work product protection, but the protection is more limited than for materials from legal advisors.
Recommendation: Galloway & Partners materials should be logged separately from other engagement documents, with a notation reflecting the limited privilege protection available. To the extent such materials were incorporated into C&H's legal analysis (e.g., reflected in the equity compensation provisions of the draft employment agreements or the Section 280G analysis), they should be claimed as work product. Standalone Galloway & Partners deliverables should be treated as non-privileged.
E. Ashdown Surety & Insurance Co. (D&O Insurer)
C&H consulted with Ashdown Surety & Insurance Co. regarding the indemnification and directors' and officers' liability insurance provisions applicable to the incoming CEO, including D&O tail coverage for Harding. The applicable NTP D&O policy is Policy No. ASI-D&O-NTP-2024-4471 ($50,000,000 per occurrence / $100,000,000 aggregate). C&H's review informed the drafting of the indemnification provisions in Sections 11 and 12 of the draft employment agreement and the form of indemnification agreement attached as an exhibit.
Privilege Analysis: Communications between an insured (or its counsel) and a liability insurer may be discoverable in certain contexts, particularly where the insurer has a duty to defend or indemnify and the communications relate to coverage determinations. However, communications routed through counsel for the specific purpose of obtaining legal advice regarding the scope and adequacy of insurance coverage may retain privilege protection. The analysis depends on the specific nature and purpose of the communications.
Recommendation: Any Ashdown Surety communications in C&H's file should be logged with a notation reflecting the conditional nature of the privilege protection. To the extent C&H initiated the communications with Ashdown Surety for the purpose of advising NTP on the adequacy of D&O coverage and the drafting of indemnification provisions, the communications should be claimed as privileged. However, the claim should be carefully evaluated if a production request is received, as the privilege may not be sustained in all contexts.
VI. Retention Period Recommendations
A. Calderwood & Harkness LLP Firm Policy
Calderwood & Harkness LLP's standard document retention policy for closed matters provides for a minimum retention period of seven (7) years from the matter closing date, with a recommended retention period of ten (10) years for matters involving Board-level governance issues, executive compensation, or heightened litigation risk. Upon expiration of the applicable retention period, the matter file is reviewed by the responsible partner and, absent any intervening litigation hold or other preservation obligation, may be destroyed in accordance with the firm's standard destruction protocols.
For this matter, the matter closing date is September 20, 2024 (the date of the Matter Closing Memorandum, Document 68). Accordingly, the minimum retention period extends through September 2031 (seven years) and the recommended extended retention period extends through September 2034 (ten years), depending on the applicable category as set forth below.
B. Recommended Retention by Category
The following table sets forth the recommended retention period for each category of documents in the engagement file, together with the rationale for the recommended period.
C. Applicable Statutes of Limitations
The recommended retention periods are informed by the following applicable statutes of limitations:
•  New York breach of contract claims: Six (6) years from accrual (N.Y. CPLR § 213). Although no contract was executed in this matter, claims arising from alleged oral agreements or pre-contractual representations would be subject to this limitation period.
•  New York legal malpractice claims: Three (3) years from accrual (N.Y. CPLR § 214(6)), subject to the continuous representation doctrine, which tolls the limitation period until the attorney-client relationship terminates. Here, the engagement was formally closed on October 7, 2024 (engagement closing letter); the malpractice limitation period would thus run no later than approximately October 2027.
•  United Kingdom breach of contract claims: Six (6) years from the date on which the cause of action accrued (Limitation Act 1980, Section 5). Potentially relevant given NTP's UK incorporation and the involvement of UK directors and advisors.
•  Federal securities claims: Varies by type of claim; generally one (1) to five (5) years. No securities claims are anticipated in connection with this matter, but retention beyond the longest applicable federal securities limitation period provides an additional margin of safety.
Recommendation: All documents should be retained for a minimum of seven (7) years from the matter closing date (September 20, 2024), providing a comfortable buffer beyond the longest applicable statute of limitations (six years for breach of contract under both New York and UK law). Categories involving Board-level communications, governance records, and engagement administration should be retained for ten (10) years, consistent with the firm's extended retention policy for heightened-sensitivity matters.
Litigation Hold Override: If any litigation, arbitration, regulatory proceeding, or governmental investigation arises involving NTP, Harding, Marlowe Asset Management Digital Holdings, or any related party in connection with the matters addressed in this engagement, all documents in the engagement file — regardless of the recommended retention period — must be preserved indefinitely pending resolution of the proceeding. No documents may be destroyed during the pendency of a litigation hold, and the responsible partner (Vasquez) must be notified immediately upon the issuance of any such hold.
D. Documents to Be Returned to Client vs. Retained by Firm
Consistent with C&H's standard engagement closing procedures, the engagement file has been divided into a client portion (to be returned to NTP) and a firm portion (to be retained by C&H), as follows:
Documents Returned to Client (per File Transfer/Document Return Letter, Document 75, dated October 7, 2024):
•  Original engagement letter (Document 1)
•  Board resolution authorizing termination (Document 59)
•  Formal correspondence with counterparty — letters and transmittal emails (Documents 17, 32, 41, 53, 54, 60)
•  Term sheets exchanged with counterparty (Documents 16, 24, 52)
•  Draft employment agreements exchanged with counterparty (Documents 31, 40)
•  Blackline comparisons shared with counterparty (Document 42)
•  Correspondence received from counterparty (Documents 18, 19, 20, 43 base document, 55)
Documents Retained by Firm:
•  Internal research memoranda (Documents 6–13)
•  Internal strategy memoranda (Documents 15, 21, 33, 34, 37, 44, 46, 50, 62, 65)
•  Negotiation call notes reflecting attorney mental impressions (Documents 25, 26, 27, 29, 30)
•  Principals meeting preparation memorandum and meeting notes (Documents 46, 47, 48)
•  C&H-annotated copies of H&L redlines (Documents 36, 43 — annotated versions)
•  Client correspondence conveying legal advice (Documents 4, 14, 22, 23, 35, 38, 39, 45, 49, 51, 56, 57, 61, 64, 67)
•  Board call notes (Document 58)
•  Privilege logs and retention memoranda (Document 66)
•  Billing records and invoices (Documents 69–73)
•  Engagement closing and file transfer correspondence (Documents 74, 75)
•  Administrative records (Documents 2, 3, 5, 68)
Copies of all documents in both the client and firm files are maintained electronically in C&H's Tidewater Systems document management system. Physical originals (where applicable) have been returned to the client or filed in C&H's secure closed-matter storage facility.
VII. Litigation Hold Considerations
As of the date of this memorandum (September 17, 2024), no litigation, arbitration, or regulatory proceeding has been threatened or is reasonably anticipated in connection with the failed CEO employment negotiation. No demand letter, threat of legal action, or regulatory inquiry has been received from Harding, H&L, Marlowe Asset Management Digital Holdings, or any other party. Additionally, no facts known to the engagement team suggest that any party has a credible basis for a legal claim arising from the negotiation process.
Accordingly, there is no obligation to issue a litigation hold at this time, and the standard document retention policies described in Section VI above are applicable.
However, the following circumstances could give rise to a litigation hold obligation and should be monitored:
•  Pre-contractual liability claim by Harding: Although the parties did not enter into a definitive agreement and C&H's assessment is that no binding commitment was made during the negotiations, it is theoretically possible that Harding could assert a claim for pre-contractual liability, promissory estoppel, or reliance damages based on the course of negotiations. Under New York law, such claims face significant obstacles (see Goodstein Constr. Corp. v. City of New York, 80 N.Y.2d 366 (1992)), but the possibility cannot be entirely excluded.
•  Claim by NTP against Harding: NTP could, in theory, assert a claim against Harding for breach of confidentiality obligations regarding the negotiation process, although such a claim is unlikely given the absence of an executed NDA.
•  Regulatory inquiry: While C&H has advised that no disclosure obligation exists under SEC, NYSE, or FCA rules, a regulatory inquiry could theoretically arise if the existence of the CEO search becomes public and triggers questions about NTP's disclosure practices.
•  Public statements by Harding or Marlowe Asset Management: If Harding or Marlowe Asset Management makes public statements about the NTP negotiations that are inconsistent with the facts or that damage NTP's reputation, NTP could consider claims for defamation or tortious interference, which would trigger preservation obligations.
Recommendation: The engagement team should monitor public filings, media reports, and communications from NTP for any developments that could trigger preservation obligations. If any of the circumstances described above materialize, a litigation hold should be issued immediately, all document destruction should be suspended, and the matter should be escalated to Renata Vasquez and C&H's General Counsel.
VIII. Confidentiality and Handling Instructions
The following handling instructions apply to all documents in the engagement file for Matter No. 1022-00004:
1.  Privilege Markings. All privileged and work-product documents should be maintained in the matter file with appropriate privilege markings. Electronic copies in Tidewater Systems should carry the metadata designation "Privileged — Attorney-Client" or "Privileged — Work Product" (or both, as applicable) in accordance with C&H's standard document management protocols.
2.  Access Restrictions. Access to the closed matter file should be restricted to members of the engagement team (Renata Vasquez, Bernard Crawford, James Underwood, and Devon Archer) and authorized firm personnel (including records management, billing, and general counsel's office). Access by other C&H attorneys or staff should require the prior approval of the responsible partner, Renata Vasquez.
3.  Subpoena and Production Requests. Any request for production, subpoena, or other legal process directed at C&H for documents from this engagement should be immediately escalated to Renata Vasquez and the firm's General Counsel. No documents should be produced in response to any such request without prior review by the responsible partner and, as appropriate, consultation with the client regarding privilege waiver.
4.  Client Consent. Client consent is required before any voluntary disclosure of privileged materials to third parties, including co-counsel, successor counsel, consultants, or regulatory authorities. The privilege is held by the client, and only the client or its authorized representative may authorize waiver.
5.  Inadvertent Disclosure. In the event of any inadvertent disclosure of privileged or work-product materials from this engagement file, the responsible partner should be notified immediately, and steps should be taken to claw back the disclosed materials and preserve the privilege. Applicable provisions of Federal Rule of Evidence 502(b) and any comparable state law provisions should be invoked as appropriate.
6.  Inter-Office Transfers. If any documents from this engagement file are transferred between C&H offices (e.g., for reference in a future matter), the transfer should be documented and the privilege markings should be verified and maintained.
IX. Conclusion and Next Steps
This privilege log and document retention memorandum should be maintained as the cover document for the closed matter file 1022-00004. It provides a comprehensive inventory of all seventy-five (75) documents in the engagement file, together with their privilege designations, descriptions, and recommended retention periods.
The key conclusions and next steps are summarized as follows:
1.  Engagement Completion. The engagement has been completed. The negotiation was terminated by Board resolution on September 12, 2024, and no definitive agreement was executed. No further substantive work is required on this matter unless the client requests additional assistance or litigation hold circumstances arise.
2.  Final Billing. Final billing has been completed. The total engagement cost was $495,625.00, consisting of fees of $487,350.00 and disbursements of $8,275.00. The client's initial retainer of $75,000.00 was applied to the final invoice (Invoice #1022-00004-004). The net balance of $420,625.00 was collected through regular monthly invoicing. No amounts remain outstanding.
3.  File Transfer. Transfer of the client's portion of the engagement file to NTP is scheduled per the engagement closing letter and file transfer/document return letter, both dated October 7, 2024 (Documents 74 and 75). The firm's portion of the file will be retained in C&H's document management system in accordance with the retention periods specified in Section VI.
4.  Monitoring. The engagement team should monitor for any developments that could trigger litigation hold obligations, including public statements, regulatory inquiries, or communications from Harding, H&L, or Marlowe Asset Management. Any such developments should be immediately reported to Renata Vasquez.
5.  No Further Action Required. No further action is required unless litigation hold circumstances arise or the client requests additional assistance in connection with the CEO search process or related matters.
Appendix A: Document Index (Summary Table)
The following consolidated table lists all seventy-five (75) documents in the engagement file in sequential order, with document number, title, date, privilege designation, and recommended retention period.
Appendix B: Key Contact Information for Privilege Log Maintenance
The following table sets forth the contact information for all individuals and entities relevant to the maintenance of this privilege log and the administration of the closed matter file.
This memorandum is protected as attorney work product prepared in connection with Matter No. 1022-00004 and is subject to the attorney-client privilege. It should not be disclosed to any person outside the engagement team without the prior written consent of Renata Vasquez, Responsible Partner, and the express authorization of Northgate Telecommunications PLC.
Prepared by:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Devon Archer
Title: Associate
Date: September 17, 2024
Reviewed and Approved by:
________________________________________
Renata Vasquez Partner
Date: ________
Doc # | Document Title | Date | Author/Source | Privilege Designation | Notes
1 | Engagement Letter — Calderwood & Harkness LLP to Northgate Telecommunications PLC | June 4, 2024 | C&H to NTP (attn: Elaine Whitford) | Attorney-Client Privilege | Sets forth scope of engagement, applicable hourly rates (Vasquez $1,650/hr, Crawford $1,575/hr, Underwood $895/hr, Archer $725/hr), $75,000 retainer requirement, New York governing law for engagement terms, and standard C&H terms and conditions. Executed by Whitford on behalf of NTP and Vasquez on behalf of C&H.
2 | Conflicts Check Clearance Memorandum | June 3, 2024 | Vasquez / Crawford | Attorney Work Product; Internal Administrative | Cleared for Northgate Telecommunications PLC, Northgate Telecommunications US, Inc., Marcus Elliot Harding, Marlowe Asset Management Digital Holdings Inc. (Harding's current employer), and Hargrove & Liddell LLP (identified as Harding's likely outside counsel); no conflicts identified across any C&H practice group or office.
3 | New Matter Intake Form — 1022-00004 | June 4, 2024 | Firm Administrative | Internal Administrative | Client: NTP; matter type: executive employment agreement — Labor & Employment practice group; billing arrangement: hourly; responsible partner: Vasquez; billing partner: Crawford.
4 | Scope of Engagement Memorandum — Vasquez to Whitford | June 5, 2024 | Vasquez to Whitford | Attorney-Client Privilege | Confirms scope of engagement: drafting and negotiating the CEO employment agreement for NTP US, Inc., coordinating with Moorfield Bates LLP on the parallel UK service agreement, and advising on Section 280G parachute payment implications, change in control provisions, and restrictive covenant issues. Expressly excludes tax return preparation, securities law filings, and immigration matters.
5 | Retainer Receipt and Trust Account Confirmation | June 5, 2024 | C&H to NTP | Attorney-Client Privilege / Administrative | Confirms receipt of $75,000 retainer deposited in C&H's IOLA client trust account at Quillon Capital Markets; retainer to be applied against final billing upon engagement conclusion.
Doc # | Document Title | Date | Author | Privilege Designation | Notes
6 | Memo: New York Law Governing Executive Employment Agreements | June 6, 2024 | Underwood to Vasquez | Attorney Work Product (Opinion) | Comprehensive analysis of the at-will employment presumption under New York law, enforceability of fixed-term employment agreements, the "good reason" constructive termination doctrine, interaction with ERISA and Section 409A of the Internal Revenue Code, and New York Labor Law requirements applicable to executive compensation. Identifies key drafting considerations to ensure enforceability.
7 | Memo: Enforceability of Non-Compete Agreements Under New York Law | June 6, 2024 | Archer to Underwood | Attorney Work Product (Opinion) | Detailed analysis of the three-prong reasonableness test for enforcement of restrictive covenants under New York law (necessity to protect legitimate business interests, reasonable in time and geographic scope, not unduly burdensome to employee or harmful to public); blue-penciling doctrine; discusses pending New York State legislation proposing an outright ban on non-competition agreements (A.1278-B/S.3100-A) and its potential impact on the proposed non-compete provisions; reviews recent Second Circuit and Southern District of New York decisions addressing enforceability in the telecommunications sector.
8 | Memo: Section 280G Parachute Payment Analysis — Preliminary Framework | June 7, 2024 | Underwood to Vasquez | Attorney Work Product (Opinion) | Establishes preliminary analytical framework for Section 280G analysis based on publicly available information regarding Harding's compensation at Marlowe Asset Management Digital Holdings Inc. Estimated base amount of $7,840,000 (calculated as average of Harding's W-2 compensation from Marlowe Asset Management for calendar years 2019 through 2023, as disclosed in Marlowe Asset Management's proxy statements); safe harbor threshold of $23,519,999 (3x base amount minus $1); discusses best-net cutback approach versus full excise tax gross-up, including after-tax comparison methodology and Board fiduciary considerations.
9 | Memo: Change in Control Provisions — Market Survey and Best Practices | June 7, 2024 | Archer to Vasquez | Attorney Work Product (Opinion) | Comprehensive market survey of change in control provisions in recently disclosed CEO employment agreements at S&P 500 telecommunications companies. Covers CIC definitions (merger, asset sale, proxy contest, Board turnover thresholds), single-trigger versus double-trigger vesting acceleration, severance multiplier ranges (survey median: 2.5x; range 1x to 3x), Board turnover triggers, treatment of equity awards upon CIC, and trends in excise tax gross-up provisions (noting continued decline in prevalence from approximately 42% in 2015 to approximately 11% in 2024 among surveyed companies).
10 | Memo: Restrictive Covenant Drafting Considerations for C-Suite Telecom Executives | June 8, 2024 | Underwood to Vasquez | Attorney Work Product (Opinion) | Analysis of market practices and enforceability considerations for restrictive covenants applicable to C-suite executives in the telecommunications industry, including: non-compete duration ranges (12 to 24 months, with 18 months as median for CEOs); geographic scope considerations (worldwide versus domestic versus industry-specific market definition); activity restriction definitions (competing business versus competitive activity versus scheduled competitor approach); garden leave provisions as an alternative or supplement to traditional non-competes; non-solicitation of employees and customers; and confidentiality provisions. Includes analysis of California's prohibition on non-competes and implications for NTP's West Coast operations.
11 | Memo: UK Corporate Governance Code 2024 — Implications for CEO Remuneration | June 8, 2024 | Underwood to Vasquez | Attorney Work Product (Opinion) | Analysis of the 2024 UK Corporate Governance Code provisions applicable to CEO remuneration at NTP, a company listed on the London Stock Exchange. Addresses Provision 40 (notice periods should generally be 12 months or less), guidance on severance multiples, and shareholder advisory vote requirements. Incorporates ISS Proxy Voting Guidelines and Tarrant Partners LLC policy positions on executive compensation. Notes that NTP received 87.4% support on its say-on-pay resolution at the April 18, 2024 Annual General Meeting, which represents adequate but not overwhelming support and suggests sensitivity to any significant expansion in CEO compensation arrangements.
12 | Memo: Cross-Border Employment Structure — Dual US/UK Contract Architecture | June 9, 2024 | Archer to Underwood | Attorney Work Product (Opinion) | Analysis of the proposed dual-contract structure for Harding's employment, comprising: (1) a New York-governed primary employment agreement between NTP US, Inc. and Harding, governing the substantial majority of compensation and benefits; and (2) a UK service agreement between NTP PLC and Harding, governing UK-specific obligations and regulatory compliance. Addresses the proposed 80/20 time split (80% US / 20% UK), tax equalization obligations, application of the US-UK Totalization Agreement (Social Security), FCA Senior Managers and Certification Regime compliance requirements, and coordination with Moorfield Bates LLP on the UK-specific components.
13 | Memo: Analysis of Harding's Existing Marlowe Asset Management Employment Agreement | June 9, 2024 | Underwood to Vasquez | Attorney Work Product (Opinion) | Detailed analysis of Harding's existing employment agreement with Marlowe Asset Management Digital Holdings Inc. based on publicly available proxy disclosure and C&H's review of a copy provided by the client. Key terms: current total target compensation of approximately $11,125,000 (base $1,500,000, target bonus 150% ($2,250,000), annual LTI grant $7,375,000); unvested equity valued at approximately $23,400,000 (based on Marlowe Asset Management's closing price as of June 7, 2024); 12-month US-only non-competition covenant; change in control severance of 3x base salary plus target bonus with full vesting acceleration (single trigger on equity, double trigger on cash). This analysis informed C&H's assessment of the minimum compensation package necessary to attract Harding from Marlowe Asset Management and the likely negotiation positions of Harding's counsel.
14 | Email: Vasquez to Whitford — Initial Strategy Discussion | June 7, 2024 | Vasquez to Whitford | Attorney-Client Privilege | Email to client identifying key issues for Board consideration in advance of term sheet preparation, including: (a) make-whole equity package to compensate Harding for forfeiture of unvested Marlowe Asset Management equity ($23.4M); (b) CIC multiplier and tax treatment (best-net versus gross-up); (c) non-compete duration and geographic scope; and (d) recommended process for establishing Board-approved negotiation parameters ("red lines") on key economic terms. Requests a call with Whitford and Stanton to discuss the Remuneration Committee's preliminary views.
15 | Internal Strategy Memo: Negotiation Positioning and Red Lines | June 9, 2024 | Vasquez to Crawford | Attorney Work Product (Opinion); Attorney-Client Privilege | Comprehensive internal strategy memorandum setting forth C&H's recommended opening positions, anticipated Harding demands (based on analysis of Marlowe Asset Management agreement and market practices), and fallback positions on key terms. Addresses CIC (opening: 2.5x best-net; anticipated demand: 3x with gross-up; fallback: 2.5x best-net, firm), restrictive covenant (opening: 24 months worldwide; anticipated demand: 12 months limited geography; fallback: 18 months, North America plus Western Europe), sign-on equity (opening: $18.4M; anticipated demand: $23.4M to match Marlowe Asset Management; fallback: $18.4M, firm), and non-CIC severance (opening: 2x; anticipated demand: 2.5x; fallback: 2x). Reflects Vasquez's and Crawford's mental impressions regarding negotiation dynamics and likelihood of successful conclusion.
Doc # | Document Title | Date | Author/Source | Privilege Designation | Notes
16 | Initial Term Sheet — CEO Employment Agreement (v1) | June 10, 2024 | C&H on behalf of NTP | Not Privileged (shared with counterparty) | NTP's opening term sheet for the proposed CEO employment agreement. Key terms: base salary $1,750,000; target annual bonus 175% of base ($3,062,500); sign-on cash bonus $5,000,000 (subject to 24-month clawback); sign-on equity $18,400,000 (RSUs vesting over 4 years); annual LTI $9,000,000 (60% PSUs / 40% RSUs); CIC severance 2.5x base plus target bonus, double trigger, best-net cutback; 24-month worldwide non-competition covenant; proposed start date October 1, 2024.
17 | Email: Vasquez to Hargrove — Transmittal of Initial Term Sheet | June 10, 2024 | Vasquez to V. Hargrove | Not Privileged (inter-party negotiation communication) | Cover email transmitting the initial term sheet to opposing counsel with an invitation for comments and a proposed timeline for negotiation.
18 | Email: Hargrove to Vasquez — Receipt and Preliminary Comments | June 13, 2024 | V. Hargrove to Vasquez | Not Privileged (received from counterparty) | Acknowledges receipt of term sheet; provides preliminary indication that Harding will have significant concerns regarding the CIC multiplier (viewed as below market), the absence of a Section 4999 excise tax gross-up, and the scope and duration of the non-competition covenant (viewed as unreasonable for a CEO-level executive).
19 | Marked-Up Term Sheet — H&L Redline (v2) | June 17, 2024 | H&L | Not Privileged (received from counterparty) | Harding's comprehensive counter-proposal, delivered as a redline of the v1 term sheet. Key changes: CIC multiplier increased from 2.5x to 3x base plus target bonus ($14,437,500); addition of full Section 4999 excise tax gross-up; addition of Board turnover trigger (defined as replacement of more than 50% of incumbent directors within any 24-month period); non-compete duration reduced from 24 months to 12 months; non-compete geographic scope narrowed from worldwide to North America plus Western Europe, with scheduled competitor approach; non-CIC severance increased from proposed 2x to 2.5x base plus target bonus.
20 | Email: Hargrove to Vasquez — Transmittal of Marked-Up Term Sheet | June 17, 2024 | V. Hargrove to Vasquez | Not Privileged (received from counterparty) | Cover email transmitting H&L's redlined term sheet and highlighting the key areas of divergence between the parties' positions, with particular emphasis on the CIC and restrictive covenant provisions as priorities for Harding.
21 | Memo: Analysis of H&L Redline — Key Departures and Recommended Responses | June 19, 2024 | Underwood to Vasquez | Attorney Work Product (Opinion) | Section-by-section analysis of H&L's redlined term sheet identifying all material departures from NTP's opening position, estimating the financial impact of each requested change, and recommending responses for each issue. Categorizes issues as: (a) acceptable/non-material (approximately 8 items); (b) negotiable with room for compromise (approximately 6 items, including non-compete duration and geographic scope); and (c) requiring Board-level decision and presenting significant financial or governance implications (3 items: CIC multiplier, excise tax gross-up, and Board turnover trigger).
22 | Email: Vasquez to Whitford — Summary of Counterparty Positions | June 20, 2024 | Vasquez to Whitford | Attorney-Client Privilege | Summarizes H&L's counter-proposals with C&H's assessment of the financial implications and strategic significance of each requested change. Requests Remuneration Committee guidance on NTP's positions regarding the CIC multiplier, excise tax gross-up, Board turnover trigger, and non-compete terms before the next negotiation session.
23 | Email: Whitford to Vasquez — Remuneration Committee Guidance on CIC and Non-Compete | June 22, 2024 | Whitford to Vasquez | Attorney-Client Privilege | Conveys Remuneration Committee direction (per discussion between Whitford and Stanton on June 21, 2024): hold firm at 2.5x CIC multiplier with best-net cutback; no excise tax gross-up under any circumstances; Board turnover trigger rejected as inconsistent with UK Corporate Governance Code best practices; flexible on non-compete duration (18 months acceptable as fallback) but geographic scope should remain as broad as defensible. Stanton's stated view that ISS and shareholder concerns regarding executive pay quantum are paramount and that the Remuneration Committee cannot approve a package that would likely draw a negative ISS recommendation at the next AGM.
24 | Revised Term Sheet — NTP Counter-Proposal (v3) | June 24, 2024 | C&H on behalf of NTP | Not Privileged (shared with counterparty) | NTP's second-round counter-proposal reflecting Remuneration Committee guidance: CIC severance maintained at 2.5x, best-net cutback, no excise tax gross-up, no Board turnover trigger; non-compete duration reduced from 24 months to 18 months but geographic scope maintained as worldwide; concessions on certain non-material items (e.g., enhanced COBRA continuation, increased relocation allowance, expanded tax preparation benefit).
25 | Call Notes: Negotiation Call #1 (June 24, 2024) | June 24, 2024 | Archer | Attorney Work Product (Opinion) | Detailed notes of first negotiation call between C&H (Vasquez, Underwood, Archer) and H&L (Hargrove, Chu). Discussion focused on CIC multiplier (H&L argued 3x is market standard for incoming CEOs at comparable companies; C&H countered with ISS guidance and NTP shareholder concerns), non-compete duration (H&L argued 24 months is punitive; C&H explained rationale for broad protection given NTP's competitive position), and garden leave as a potential bridging mechanism. Notes reflect Vasquez's assessment that Hargrove was communicating firm instructions from Harding on CIC and that there may be limited room for movement.
26 | Call Notes: Negotiat

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