Contract analysis

1. CALL TO ORDER AND PURPOSE Dame Philippa Thornton-Hale called the meeting to order at approximately 3:02 p.m. EDT. She confirmed that all expected attendees were present on the line and thanked each participant for making themselves available on relatively short notice. Dame Philippa stated the purpose of the call: to discuss the rejection by Marcus Elliot Harding, through his counsel Victoria Hargrove of Hargrove

2. SUMMARY OF REJECTION — PRESENTED BY RENATA VASQUEZ Dame Philippa asked Renata Vasquez to provide the Board with a comprehensive summary of the current posture of negotiations, including the content of Ms. Hargrove's rejection and Calderwood & Harkness's assessment of the path forward. 2.1 Background and Timeline Recap Ms. Vasquez provided a brief chronological recap of the negotiation history for the benefit of th

1. Change in Control Severance Multiplier. Mr. Harding insists on a change in control severance multiplier of three times (3x) the sum of base salary and target annual bonus. Based on the agreed compensation parameters (base salary of $1,750,000 and target annual bonus of $3,062,500, for a combined base-plus-target-bonus amount of $4,812,500), Mr. Harding's demanded CIC severance payment would total $14,437,500. NTP'

2. Section 280G Tax Treatment. Mr. Harding insists on a full tax gross-up for any excise tax imposed under Section 4999 of the Internal Revenue Code on excess parachute payments (as defined under Section 280G of the Internal Revenue Code). Under this provision, if a change in control triggering event were to occur and Mr. Harding's total parachute payments exceeded the safe harbor threshold, NTP would be obligated to

3. Change in Control Definition — Board Turnover Trigger. Mr. Harding demands the inclusion of a provision in the employment agreement that would treat the replacement of a majority of the members of the NTP Board of Directors within any twelve-month (12-month) period as a "change in control" event, thereby triggering all change in control protections (including the severance multiplier, equity acceleration, and othe

3. ISS AND SHAREHOLDER CONCERNS — PRESENTED BY GEOFFREY STANTON Dame Philippa then asked Geoffrey Stanton, as Chair of the Remuneration Committee, to share the governance and shareholder-related analysis that had informed the Committee's perspective throughout the negotiation. 3.1 Veltrano Proxy Advisors Analysis Mr. Stanton reported on the analysis provided by Sandra Kolb of Veltrano Proxy Advisors, Inc. ("Veltrano"

4. BOARD DISCUSSION Dame Philippa then opened the floor for a broader discussion among the Board members and counsel present. 4.1 Dame Philippa Thornton-Hale — Chair's Perspective Dame Philippa acknowledged her deep disappointment that negotiations with Mr. Harding had not succeeded. She stated that Mr. Harding was the Board's unanimous first choice for the CEO role, identified through a rigorous and comprehensive se

5. BOARD DIRECTION — UNANIMOUS DECISION Following the discussion, Dame Philippa asked each Non-Executive Director present for their view on whether the Board should terminate negotiations with Mr. Harding. The poll was conducted as follows: • Geoffrey Stanton: Terminate. • Lucinda Farrow: Terminate. • Dr. Tomás Herrera: Terminate. • Dame Philippa Thornton-Hale: Terminate. The Board unanimously directed the terminatio

1. Prepare and deliver a formal termination letter to Victoria Hargrove at Hargrove & Liddell LLP (51 Madison Avenue, 30th Floor, New York, NY 10010), confirming the Board's decision to terminate negotiations. The letter should be professional and courteous in tone and should not characterize the reasons for termination in a manner that could be perceived as critical of Mr. Harding personally.

2. Include in the termination letter a request for the return or destruction of all confidential materials provided to Mr. Harding and his counsel during the negotiation process, together with a reminder of the ongoing confidentiality obligations under the mutual NDA.

3. Notify Antonia Blythe at Kensington Partners Ltd. that the Board has directed the resumption of the CEO search process and that Kensington Partners should prepare to re-engage on an expedited basis.

4. Prepare guidance on public disclosure and non-disclosure of the failed negotiation, including talking points for any internal or external inquiries regarding the status of the CEO search.

5. Assess interim CEO arrangements pending completion of the resumed search, including the feasibility of an extension of Sir Alistair Kemble's tenure and the potential appointment of Jonathan Briggs as interim CEO.

6. SEARCH AND SUCCESSION — NEXT STEPS DISCUSSION Dame Philippa asked Lucinda Farrow, as Chair of the Nomination Committee, to take the lead in coordinating with Kensington Partners on the resumption of the search. Dame Philippa noted that the fee arrangement with Kensington Partners is structured as a total engagement fee of £1,200,000, payable in three tranches: one-third (£400,000) on retainer, one-third (£400,000)

7. CLOSING Dame Philippa thanked all attendees for their participation and candor throughout the discussion. She acknowledged that the decision to terminate negotiations was a difficult one but expressed confidence that it was the right decision for the Company and its shareholders. Dame Philippa confirmed that the formal Board resolution would be circulated by Calderwood & Harkness to all Board members for execution