Contract analysis

I. Purpose and Scope of This Memorandum This memorandum provides a detailed, section-by-section comparison of the agreed and bracketed term sheet (version 4, dated July 10, 2024), as revised following the July 8, 2024 negotiation call between Calderwood & Harkness LLP, on behalf of Northgate Telecommunications PLC ("Northgate" or "NTP"), and Hargrove & Liddell LLP ("H&L"), on behalf of Marcus Elliot Harding ("Harding

1. To identify where Draft 1 language faithfully translates the concepts and commercial terms set forth in the term sheet;

2. To identify where Draft 1 language elaborates upon, supplements, or departs from the term sheet, including instances in which additional legal mechanics or regulatory compliance provisions have been introduced; and

3. To identify all open, bracketed, and disputed items that remain subject to further negotiation between the parties and that are expected to generate substantive comment from Hargrove & Liddell in their redline of Draft 1. By way of background, Term Sheet v4 reflects the agreed and disputed terms emerging from negotiation calls #1 through #5, held on June 24, July 1, July 8, July 12, and July 19, 2024, respectively

II. Legend / Reading Guide The following legend is used throughout this memorandum to categorize the status of each provision in Draft 1 relative to the term sheet: • "Agreed" — The term or provision is reflected in Draft 1 as agreed by both sides during the term sheet negotiations. No substantive departure, and no objection is anticipated from Hargrove & Liddell on this point. • "Elaborated" — The term sheet concept

III. Section-by-Section Comparison

Section 1: Definitions (Draft 1 §1) Term Sheet Reference: Not separately addressed; definitions implied throughout the term sheet in the context of specific provisions. Status: Elaborated / New Draft 1 includes a comprehensive definitions section at Section 1, which consolidates and defines key terms used throughout the Agreement. The term sheet did not include a standalone definitions section; rather, key concepts s

Section 2: Term of Employment (Draft 1 §2) Term Sheet Reference: ¶2 ("Term") Status: Agreed Draft 1 establishes an initial employment term of five years, commencing on October 1, 2024 and continuing through September 30, 2029 (the "Initial Term"). Following the expiration of the Initial Term, the Agreement automatically renews for successive one-year periods (each, a "Renewal Term"), unless either party provides the

Section 3: Position, Duties, and Responsibilities (Draft 1 §3) Term Sheet Reference: ¶3 ("Position and Duties") Status: Agreed / Elaborated Draft 1 provides that the Executive shall serve as Chief Executive Officer of Northgate Telecommunications PLC, with authority, duties, and responsibilities customary for such position at a publicly traded telecommunications company of Northgate's size and scope. The Executive sh

Section 4: Base Salary (Draft 1 §4.1) Term Sheet Reference: ¶4(a) ("Base Salary") Status: Agreed Draft 1 provides for an annual base salary of $1,750,000, payable in substantially equal installments in accordance with the standard payroll practices of NTP US (currently bi-weekly). The base salary is subject to annual review by the Remuneration Committee of the Board of Northgate PLC, and may be increased (but not dec

Section 5: Annual Incentive Compensation (Draft 1 §4.2) Term Sheet Reference: ¶4(b) ("Annual Bonus") Status: Agreed Draft 1 provides that the Executive shall be eligible to receive an annual incentive bonus (the "Annual Bonus") for each fiscal year during the term of employment, with a target Annual Bonus equal to 175% of the Executive's then-current base salary (the "Target Bonus") and a maximum Annual Bonus of 300%

Section 6: Equity Compensation (Draft 1 §4.3)

Section 6.1: Sign-On Equity Grant — Make-Whole (Draft 1 §4.3(a)). Term Sheet Reference: ¶4(c) ("Sign-On Equity") Status: Agreed / Elaborated Draft 1 provides for a sign-on equity grant consisting of two components designed to compensate Harding for the forfeiture of unvested equity awards at Marlowe Asset Management Digital Holdings, Inc. upon his departure: Restricted Stock Units ("RSUs"): A grant of RSUs with a gra

Section 6.2: Annual Long-Term Incentive Grants (Draft 1 §4.3(b)). Term Sheet Reference: ¶4(d) ("Annual LTI") Status: Agreed Draft 1 provides that the Executive shall be eligible to receive annual long-term incentive ("LTI") grants with a target aggregate grant-date fair value of $9,000,000 per year. The annual LTI grants shall consist of a mix of 60% PSUs (target value: $5,400,000) and 40% RSUs (target value: $3,600,

Section 7: Sign-On Cash Bonus (Draft 1 §4.4) Term Sheet Reference: ¶4(e) ("Sign-On Cash Bonus") Status: Agreed Draft 1 provides for a one-time sign-on cash bonus of $5,000,000, payable within 30 calendar days following the Executive's start date. The sign-on cash bonus is a make-whole component designed to offset the $5,000,000 gap between the Executive's estimated forfeited Marlowe Asset Management equity ($23,400,0

Section 8: Benefits, Perquisites, and Retirement (Draft 1 §5) Term Sheet Reference: ¶5 ("Benefits and Perquisites") Status: Agreed / Elaborated 8.1: 401(k) and SERP (Draft 1 §5.1). Draft 1 provides for the Executive's participation in the NTP US 401(k) Retirement Savings Plan on the same terms and conditions as other similarly situated employees, with an employer matching contribution of 6% of eligible compensation.

Section 9: Termination of Employment — Non-CIC (Draft 1 §6) Term Sheet Reference: ¶6 ("Termination Provisions") Status: Agreed (partially) / NTP Position on certain items Draft 1 §6 addresses the consequences of the termination of the Executive's employment in scenarios that do not involve a Change in Control. Change in Control-related termination provisions are addressed separately in Section 10 of this memorandum.

Section 10: Change in Control Provisions (Draft 1 §7) — CORE DISPUTED SECTION Term Sheet Reference: ¶7 ("Change in Control") Status: NTP Position — EXPECT SIGNIFICANT H&L PUSHBACK This section addresses the most significant area of disagreement between the parties. Draft 1 reflects Northgate's positions on all bracketed items relating to the Change in Control provisions, including the definition of "Change in Control