Contract analysis

1. Attendees Calderwood & Harkness LLP (Counsel to Northgate Telecommunications PLC) • Renata Vasquez, Partner (lead negotiator) • James Underwood, Associate • Devon Archer, Associate (note-taker) Hargrove & Liddell LLP (Personal Counsel to Marcus Elliot Harding) • Victoria Hargrove, Partner (lead negotiator) • Nathan Chu, Associate Not Present (but Referenced During Call) • Elaine Whitford, SVP & Group General Couns

2. Purpose of Call This call constituted the first substantive negotiation session between Calderwood & Harkness LLP, on behalf of Northgate Telecommunications PLC ("NTP" or "Northgate" or the "Company"), and Hargrove & Liddell LLP, on behalf of Marcus Elliot Harding ("Harding" or the "Executive"), following the exchange of initial term sheet drafts. By way of background, Calderwood & Harkness circulated the initial

3. Agenda Overview Vasquez proposed the following order of discussion for the call:

1. Change in control severance provisions, including the CIC multiplier, Section 280G tax treatment, CIC definition triggers, and the double-trigger mechanism;

2. Restrictive covenant terms, including non-compete duration, geographic scope, activity definition, and non-solicitation provisions;

3. Garden leave provisions; and

4. A brief status check on areas where the parties appear to be at or near agreement, including base salary, bonus targets, equity compensation, perquisites, and related terms. Hargrove agreed to the proposed agenda order but stated that she would also briefly raise the make-whole equity quantum during the status check portion of the call, as Harding had additional views on the structure of that component that she wi

4. Discussion of Change in Control Provisions 4.1 CIC Severance Multiplier The first substantive topic addressed was the CIC severance multiplier, which represents one of the most significant dollar-value gaps between the two term sheet drafts. Northgate's position (v1 term sheet): A multiplier of 2.5x the sum of base salary plus target annual bonus, calculated as follows: 2.5 × ($1,750,000 base salary + $3,062,500 t

5. Discussion of Restrictive Covenant Provisions 5.1 Non-Compete Duration Northgate's position (v1 term sheet): 24 months post-termination of employment. Harding's position (v2 redline): 12 months post-termination of employment. Hargrove stated that Harding's current non-compete covenant with Marlowe Asset Management Digital Holdings is 12 months in duration with a geographic scope limited to the United States. She s

6. Discussion of Garden Leave Provisions Northgate's position (v1 term sheet): Six months of paid garden leave, during which Harding would continue to receive base salary only: $1,750,000 ÷ 12 × 6 = $875,000 total garden leave compensation Harding's position (v2 redline): Twelve months of garden leave at full compensation — including both base salary and a pro-rata portion of the target annual bonus — with the garden

7. Brief Status Check on Areas of Potential Agreement Vasquez and Hargrove conducted a brief review of those areas of the term sheet where the parties appear to be at or near agreement, subject to finalization in the drafting of the full employment agreement. The following items were discussed: • Base salary: $1,750,000 per annum — tentatively agreed. Hargrove noted that Harding's current base salary at Marlowe Asset

8. Non-CIC Severance (Brief Discussion) The parties briefly touched on the non-CIC severance package — i.e., the severance benefits payable upon a qualifying termination of employment outside of a change in control context. Northgate's position (v1 term sheet): • Cash severance: 2x (base salary + target annual bonus) = 2 × $4,812,500 = $9,625,000 • Pro-rata annual incentive bonus for the year of termination • COBRA c

9. Process and Next Steps The parties discussed process and next steps as follows:

1. Second negotiation call: The parties agreed to schedule a second negotiation call for the week of July 1, 2024. [Note: This call was subsequently confirmed for July 1, 2024, at 2:00 PM EDT.]

2. Reporting to principals: Vasquez stated that she would report the substance of this call to Elaine Whitford (SVP & Group General Counsel, NTP) and, through Whitford, to the Remuneration Committee, and that she would obtain any further direction or updated authority from the Committee prior to the next call.

3. Client debrief: Hargrove stated that she would debrief Harding on the call and confirm whether there is any flexibility on any of his stated positions, including those characterized as "non-negotiable" during this session.

4. Revised term sheet: James Underwood (Calderwood & Harkness) is to circulate a revised term sheet (v3) reflecting Northgate's counter-proposals on the issues discussed during this call, incorporating any updated Remuneration Committee guidance, prior to the next negotiation call. The target for circulation of v3 is June 28, 2024.

5. Good faith commitment: Both sides affirmed their commitment to continuing to work in good faith toward a resolution of the outstanding issues.

6. Closing remarks: Vasquez reiterated Northgate's strong interest in securing Harding as CEO and expressed hope that creative solutions could be found to bridge the remaining gaps, while being transparent about the governance constraints under which the Board and Remuneration Committee are operating. Hargrove reciprocated, stating that Harding remains genuinely interested in the NTP opportunity and that he views it

10. Summary of Open Issues (as of End of Call)

11. Call Duration and Distribution Call Duration: Approximately 1 hour and 45 minutes (2:00 PM – 3:45 PM EDT). Distribution of These Notes: Internal Calderwood & Harkness LLP distribution only, as follows: • Renata Vasquez, Partner • Bernard Crawford, Partner • James Underwood, Associate These notes have not been shared with opposing counsel and are not to be shared with any party outside Calderwood & Harkness LLP. N