Contract analysis

II. Attendees For Northgate Telecommunications PLC: • Dame Philippa Thornton-Hale — Chair of the Board • Geoffrey Stanton — Lead Independent Director; Chair, Remuneration Committee • Elaine Whitford — SVP & Group General Counsel • Renata Vasquez — Partner, Calderwood & Harkness LLP (outside counsel to Northgate) For Marcus Elliot Harding: • Marcus Elliot Harding — CEO Candidate (currently President & COO, Marlowe Ass

III. Background and Purpose of Meeting Negotiations for the employment agreement between Northgate Telecommunications PLC ("NTP" or the "Company") and Marcus Elliot Harding (the "Candidate") for the position of Chief Executive Officer have been ongoing since late June 2024. To date, the parties have progressed through five rounds of term-sheet negotiation (conducted between June 24 and July 19, 2024), two full drafts

1. Change in Control Severance Provisions — including the definition of "Change in Control," the CIC severance multiplier, Section 280G tax treatment, CIC equity acceleration, and CIC benefit continuation; and

2. Restrictive Covenant Provisions — including the non-compete duration, geographic and activity scope, garden leave arrangements, and non-solicitation terms. The parties are encouraged to approach this meeting with candor and in good faith, recognizing that resolution of these final issues will permit the preparation of a revised third draft and movement toward definitive execution of the agreement, subject to requi

IV. Agenda Agenda Item 1: Opening Remarks and Ground Rules 10:00 a.m. – 10:10 a.m. Dame Philippa Thornton-Hale will open the meeting on behalf of Northgate Telecommunications PLC. Opening remarks will cover the following: • Welcome to all participants and introductions, as necessary. • A statement of the objectives for the meeting: to engage in candid, good-faith discussion of the remaining open items in the proposed

V. Administrative Notes Meeting Materials to Be Distributed in Advance: The following materials will be distributed to all attendees no later than the close of business on Friday, August 23, 2024:

1. Draft 2 of the Executive Employment Agreement (Calderwood & Harkness LLP, dated August 12, 2024).

2. Hargrove & Liddell LLP Redline of Draft 2 (dated August 19, 2024), containing forty-two (42) tracked changes and comments.

3. Summary of Remaining Open Issues memorandum (prepared by Calderwood & Harkness LLP, summarizing the two principal areas of impasse and the parties' respective positions on each sub-issue). Catering: A working lunch will be provided in the Executive Conference Room during Agenda Items 5 through 7 (approximately 12:15 p.m. – 1:00 p.m.). Dietary restrictions, if any, should be communicated to Elaine Whitford no later