Contract analysis

1. Attendees For Northgate Telecommunications PLC (via Calderwood & Harkness LLP): • Renata Vasquez, Partner, Calderwood & Harkness LLP — Lead negotiator • 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 negotiator • Nathan Chu, Ass

2. Purpose and Context This call represented the third negotiation session in the term sheet phase for the proposed executive employment agreement between Northgate Telecommunications US, Inc. (as employer, a wholly-owned Delaware subsidiary of Northgate Telecommunications PLC) and Marcus Elliot Harding (as incoming Chief Executive Officer of the Northgate Telecommunications group). The parties have been engaged in a

3. Summary of Agreed Terms The following terms were discussed during the call and have been agreed upon by the parties on behalf of their respective clients, subject to incorporation into and execution of the definitive Executive Employment Agreement. Unless otherwise noted, all dollar figures are denominated in United States dollars. 3.1 Base Salary Agreed: $1,750,000 per annum. At the outset of the compensation dis

4. Deferred / Unresolved Terms The following terms were discussed on the call but were not resolved. Both parties agreed to defer these items and to address them in bracketed or alternative-text format in the first full draft of the Executive Employment Agreement. 4.1 Change in Control Provisions The change in control severance provisions remain the most significant area of disagreement between the parties. The posit

5. Path Forward and Next Steps Both parties agreed on the following path forward at the conclusion of the call: Preparation of Draft 1 of the Executive Employment Agreement: Both sides agreed that Calderwood & Harkness LLP will prepare the first full draft of the Executive Employment Agreement ("Draft 1"), incorporating all terms agreed during the term sheet negotiations (as described in Section 3 above) in clean, fi

Section 280G Analysis: Vasquez noted that Calderwood & Harkness will prepare a detailed Section 280G parachute payment analysis based on the terms reflected in Draft 1, using Harding's average annualized compensation (the "base amount" under Section 280G) calculated from his W-2 compensation from Marlowe Asset Management Digital Holdings, Inc. over the five calendar years 2019 through 2023, which yields an estimated

7. Concluding Notes The call concluded at approximately 4:15 PM ET. At the close of the call, both Vasquez and Hargrove expressed satisfaction with the progress achieved on the compensation terms during this session and acknowledged the constructive and professional tone of the discussion. Vasquez noted that the agreement on all principal compensation elements (base salary, bonus, sign-on cash and equity, annual LTI,