Contract analysis

I. ATTENDEES For Northgate Telecommunications PLC (via Calderwood & Harkness LLP): • Renata Vasquez — Partner, Calderwood & Harkness LLP (lead counsel for NTP) • James Underwood — Associate, Calderwood & Harkness LLP • Devon Archer — Associate, Calderwood & Harkness LLP (note-taker) For Marcus Elliot Harding (via Hargrove & Liddell LLP): • Victoria Hargrove — Partner, Hargrove & Liddell LLP (lead counsel for Harding)

II. BACKGROUND / CONTEXT This is the second in a series of term-sheet negotiation calls between Calderwood & Harkness LLP (on behalf of Northgate Telecommunications PLC ("NTP")) and Hargrove & Liddell LLP (on behalf of Marcus Elliot Harding ("Harding")) relating to the proposed employment of Harding as Group Chief Executive Officer of NTP. The initial call (Call #1) took place on June 24, 2024. The discussion on this

1. Restrictive Covenant — Non-Compete Geographic Scope Northgate's Position (per Term Sheet v3): NTP's current position, as reflected in Term Sheet v3, proposes an 18-month post-termination non-compete (reduced from the original 24-month duration in Term Sheet v1, as a concession following the discussions at Call #1) with a worldwide geographic scope. The worldwide scope was carried forward from Term Sheet v1 without

2. Restrictive Covenant — Activity Definition (Non-Compete Scope) Northgate's Position (per Term Sheet v3): NTP's current position, as set forth in Term Sheet v3, defines the activity-based restriction of the non-compete as follows: Harding would be prohibited from accepting employment by or providing services to any company that derives more than 15% of its consolidated revenue from (i) telecommunications services,

3. Non-Solicitation of Customers Northgate's Position (per Term Sheet v3): NTP's position, as reflected in Term Sheet v3, proposes a 24-month post-termination non-solicitation restriction covering both (a) employees of NTP and its subsidiaries and (b) customers of NTP and its subsidiaries. Hargrove's Counter-Position: Hargrove stated that Harding is willing to accept a non-solicitation provision with respect to emplo

4. Progress on Compensation Elements The parties used a portion of this call to review the status of various compensation elements, some of which were discussed at Call #1 and some of which were addressed in further detail on this call. (a) Base Salary. Base salary was previously agreed at Call #1 at $1,750,000 per annum. Both Vasquez and Hargrove confirmed on this call that base salary is settled and is no longer an

5. Brief Discussion of CIC / Change in Control (Deferred) Vasquez raised the change-in-control severance provisions briefly toward the end of the call, not for substantive negotiation but to flag the items for scheduling purposes and to confirm that they remain the most significant open issues between the parties. Vasquez's Summary of Outstanding CIC Issues: Vasquez identified the following three areas of disagreemen

6. Transition Timeline There was a brief discussion near the end of the call regarding Harding's proposed start date with NTP. Original Proposal: The original proposed start date, as reflected in early discussions, was October 1, 2024. Hargrove's Concern: Hargrove noted that Harding has obligations to Marlowe Asset Management Digital Holdings, Inc. under his existing employment agreement, including his 12-month US no

IV. ACTION ITEMS The following action items were identified during the call:

VI. CONFIDENTIALITY NOTICE ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT These call notes constitute attorney work product and are protected by the attorney-client privilege. They were prepared by Devon Archer, Associate, Calderwood & Harkness LLP, for internal use by the Calderwood & Harkness engagement team assigned to Matter No. 1022-00004 (Northgate Telecommunications PLC — CEO Employment Negotiation) and fo